<PAGE>
 
    As filed with the Securities and Exchange Commission on June 21, 1996
                                                   Registration No. 333-___
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                                  CALGENE, INC.                    
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                     68-0369863       
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

           1920 Fifth Street, Davis, California                      95616   
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip code)


                            1996 Stock Option Plan
                      1991 Stock Option Plan, as amended
                      1990 Employee Stock Purchase Plan                     
                            1981 Stock Option Plan
- --------------------------------------------------------------------------------
                           (Full title of the plans)


                               Roger H. Salquist
                            Chief Executive Officer
                                 Calgene, Inc.
                              1920 Fifth Street, 
                            Davis, Calfornia 95616
- --------------------------------------------------------------------------------
                    (Name and address of agent for service)


                                (916) 753-6313
- --------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)



                             Mark G. Borden, Esq.
                                 Hale and Dorr
                               60 State Street
                          Boston, Massachusetts 02109
                                (617) 526-6000


<PAGE>
 
<TABLE> 
<CAPTION> 
         
                          CALCULATION OF REGISTRATION FEE                                      
                                                                                                       
====================================================================================            
                                        Proposed       Proposed                                
       Title of                          Maximum       Maximum                                 
      Securities           Amount       Offering       Aggregate       Amount of               
       to be               to be        Price Per      Offering      Registration              
      Registered        Registered       Share(1)      Price(1)         Fee(1)                 
- ------------------------------------------------------------------------------------           
   <S>                  <C>             <C>         <C>              <C>                       
   1996 Stock           1,325,082       $    5.75(2)    $  7,619,222     $   2,627.32                                               
   Option Plan            150,000            5.88(2)         882,000           304.14                                     
   Common Stock            57,500            5.94(2)         341,550           117.77
   (Par Value $.001)    3,467,418            6.00(2)      20,804,508         7,173.97                 
- -------------------------------------------------------------------------------------           
                                                                                               
   1991 Stock              13,000      $     4.75(2)    $     61,750     $      21.29                                          
   Option Plan,            75,000            4.94(2)         370,500           127.76                                      
   as amended              61,000            5.13(2)         312,930           107.91                               
   Common Stock            13,975            5.44(2)          76,024            26.15                                  
   (Par Value $.001)       35,000            5.50(2)         192,500            66.38 
                          103,500            5.69(2)         588,915           203.07
                            7,000            5.88(2)          41,160            14.93
                          339,091            6.00(2)       2,034,546           701.57
                           49,882            6.25(2)         311,763           107.50
                            6,000            6.50(2)          39,000            13.45
                            3,000            6.56(2)          19,680             6.79
                            1,000            6.65(2)           6,650             2.29
                           62,845            6.75(2)         424,204           146.28 
                          144,267            6.88(2)         992,557           342.26
                           18,000            6.94(2)         124,920            43.08
                            5,000            7.00(2)          35,000            12.06
                           10,000            7.38(2)          73,800            25.45
                        1,151,962            7.50(2)       8,639,715         2,979.21
                           50,000            7.63(2)         381,500           131.55
                            1,000            8.31(2)           8,310             2.87
                          144,618            8.63(2)       1,248,053           430.36
                            9,000           10.00(2)          90,000            31.03
                           10,000           10.94(2)         109,400            37.72
                            6,000           11.13(2)          66,780            23.03
                            1,500           12.38(2)          18,570             6.40 
                           10,000           13.13(2)         131,300            45.28
                            9,000           14.13(2)         127,170            43.85
                           10,000           14.63(2)         146,300            50.45
                           12,000           15.25(2)         183,000            63.10
- -------------------------------------------------------------------------------------            
   1990 Employee                                                                               
   Stock Purchase                                                                              
   Plan                                                                                        
   Common Stock                                                                           
   (Par Value $.001)      366,168            6.00(1)       2,197,008           757.59
- -------------------------------------------------------------------------------------           
   1981 Stock             
   Option Plan            104,762      $     5.25       $    550,001     $     189.66 
   Common Stock            12,000            5.75             69,000            23.79
   (Par Value $.001)       21,279            7.50            159,592            55.03
- -------------------------------------------------------------------------------------
   TOTAL                7,866,849                        $49,478,878     $  17,061.68
=====================================================================================   
</TABLE> 
(1)   Price estimated solely for the purpose of calculating the       
      registration fee pursuant to Rules 457(c) and (h) under the            
      Securities Act of 1933, as amended, and based on the average           
      of the high and low prices of the Registrant's Common Stock            
      on June 14, 1996 as quoted on the Nasdaq National Market.              

(2)   All such shares are issuable upon exercise of outstanding 
      options with fixed exercise prices. Pursuant to Rule 457(h)(1) 
      under the Securities Act of 1933, the aggregate offering 
      price and the fee have been computed upon the basis of the 
      price at which the options may be exercised.
                
<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I is included in documents sent or given
to participants in the 1996 Stock Option Plan, 1991 Stock Option Plan, as
amended, 1990 Employee Stock Purchase Plan and the 1981 Stock Option Plan of
Calgene, Inc., a Delaware corporation (the "Registrant"), pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Certain Documents by Reference
               -----------------------------------------------   

      The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:

            (a)   The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or of the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

            (b)   The Registrant's Proxy Statement/Prospectus contained in its 
Registration Statement on Form S-4 as filed with the Commission on February 6, 
1996.

            (c)   The Registrant's Form 8-K as filed with the Commission on 
April 15, 1996.

            (d)   All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant
document referred to in (a) above.

            (e)   The description of the Registrant's Common Stock, $.001 par
value per share ("Common Stock"), contained in a registration statement filed
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

                                         
<PAGE>
 
      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 empowers a corporation
to indemnify any person who was or is a party or witness or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. If the person indemnified is not wholly successful in
such action, suit or proceeding, but is successful, on the merits or otherwise,
in one or more but less than all claims, issues or matters in such proceeding,
he or she may be indemnified against expenses actually and reasonably incurred
in connection with each successfully resolved claim, issue or matter. In the
case of an action or suit by or in the right of the corporation, no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Section 145 provides that to the extent a
director, officer, employee or agent of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or manner therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

      Section 102(b)(7) of the Delaware General Corporation Law enables a
Delaware corporation to provide in its certificate of incorporation for the
elimination or limitation of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that a director's liability is not
eliminated or limited: (1) for any breach of the


<PAGE>
 
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve an intentional misconduct or a
knowing violation of law; (3) pursuant to Section 174 of the Delaware General
Corporation Law (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchases or redemptions); or (4) for any
transaction from which the director derived an improper personal benefit. The
Amended and Restated Certificate of Incorporation further provides that if the
Delaware General Corporation Law is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of a director
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as amended.

      The Registrant's Amended and Restated Certificate of Incorporation
provides except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Registrant shall be personally liable to
the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty as a director. 

      The Registrant's Amended and Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by the
General Corporation Law of Delaware, indemnify any person who was or is a party
or is threatened to be made a party to any action, suit or proceeding of the
type described above by reason of the fact that such person is or was a director
or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. No expenses will be paid
in advance, except as authorized by the Board of Directors for expenses incurred
while a director or officer was acting in his or her capacity as a director or
officer and upon the condition that such director or officer previously
delivered an understanding to the corporation to repay all amounts advanced if
it should be later determined that such person was not entitled to
indemnification. The indemnification is not exclusive of any other rights to
which the officers or directors may be entitled under any agreement or vote of
stockholders or disinterested directors or otherwise, continues after such
person has ceased to be a director or officer and inures to the benefit of such
person's heirs, executors and administrators.
      
      The Registrant's Amended and Restated Certificate of Incorporation also
provides that the Registrant may purchase and maintain insurance on behalf of
any director, officer, employee or agent of the Registrant, or any person
serving at the request of the Registrant as a director, officer, employee or
agent of another enterprise, against any expenses, liability or loss, incurred
by such person in any such capacity or arising out of his status as such,
whether or not the Registrant would have the power to indemnify such person
against any such expense, liability or loss.

      The Registrant carries a general liability insurance policy which covers 
certain liabilities of directors and officers of the Registrant arising out of 
claims based on acts or omissions in their capacity as directors or officers.


<PAGE>
 
      Item 7.  Exemption from Registration Claimed
               ----------------------------------- 

            Not applicable.

      Item 8.  Exhibits
               -------- 

            The Exhibit Index immediately preceding the exhibits is             
incorporated herein by reference.  

      Item 9.  Undertakings
               ------------

            (a)   The Registrant hereby undertakes:

                  (i)   To file, during any period in which offers or sales are
 being made, a post-effective amendment to this Registration Statement:  

                        A.  To include any prospectus required by
            Section 10(a)(3) of the Securities Act;


                        B. 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; and

                        C. 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 paragraphs (A) and (B) of this section
            --------  -------
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
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

            (ii) 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.

            (iii) 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.



<PAGE>
 
            (b)   The 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 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 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.



<PAGE>
 
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Davis, State of California, on this twenty-first
day of June, 1996.

                                 CALGENE, INC.

                                 By: /s/ Roger H. Salquist            
                                     ---------------------                 
                                    Roger H. Salquist
                                    Chief Executive Officer and Director



                               POWER OF ATTORNEY

      We, the undersigned officers and directors of Calgene, Inc., hereby
severally constitute and appoint Roger H. Salquist, Michael J. Motroni and Mark
G. Borden, Esq., and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names, in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith, and any and all amendments to said Registration Statement and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Calgene, Inc. to comply with the Securities
Act, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

      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 (Capacity)                       Date
    ---------                 ----------------                       ----       

/s/ Roger H. Salquist         Chief Executive                   June 21, 1996
- ----------------------------- Officer and Director  
Roger H. Salquist             (Principal Executive 
                              Officer) 
                              

/s/ Michael J. Motroni        Vice President of Finance         June 21, 1996
- ----------------------------- (Principal Financial Officer
Michael J. Motroni            and Principal Accounting Officer) 
                              



<PAGE>
 
/s/ Robert E. Baker           Director                          June 21, 1996
- ----------------------------
Robert E. Baker


                              Director                          June 21, 1996
- ----------------------------
Robert T. Fraley


                              Director                          June 21, 1996
- ----------------------------
Jeffrey D. Gargiulo


/s/ Howard D. Palefsky        Director                          June 21, 1996
- ----------------------------
Howard D. Palefsky


/s/ John E. Robson            Director                          June 21, 1996
- ---------------------------- 
John E. Robson


/s/ Allen J. Vangelos         Director                          June 21, 1996
- ----------------------------
Allen J. Vangelos


                              Director                          June 21, 1996
- ----------------------------  
Hendrik A. Verfaillie

<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit 
Number                              Exhibit                                
- -------                             -------                                
                                                                           
  4.1*     Amended and Restated Certificate of                             
           Incorporation of the Registrant                                 
                                                                           
  4.2*     By-Laws of the Registrant                                       
                                                                           
  4.3*     Specimen Stock Certificat of Common Stock                       
           of the Registrant                                               
                                                                           
                                                                           
  5.1      Opinion of Hale and Dorr, Counsel to                            
           the Registrant                                                  
                                                                           
 23.1      Consent of Hale and Dorr                                        
           (included in Exhibit 5.1)                                       
                                                                           
 23.2      Consent of Ernst & Young LLP                                    
                                                                           
 23.3.1    Consent of Deloitte & Touche LLP, St. Louis, Missouri           
                                                                           
 23.3.2    Consent of Deloitte & Touche LLP, Miami, Florida                
                                                                           
 23.4      Consent of Landa, Umpierre & Company                            
                                                                           
 23.5      Consent of Arthur Andersen LLP                                  
                                                                           
 24.1      Power of Attorney (included in the                              
           signature pages of this Registration                            
           Statement)                                                      





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

*     Previously filed with the Commission as an Exhibit to the 
      Registrant's Registration Statement on Form S-4, 
      File No. 33-00739, which was originally filed with the 
      Commission February 6, 1996 and is incorporated
      herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28785}]
{"company-data": {"conformed-name": "CALGENE INC /DE/", "cik": "0001011134", "assigned-sic": "0100", "irs-number": "680369863", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06591", "film-number": "96584151"}, "business-address": {"street1": "1920 FIFTH ST", "city": "DAVIS", "state": "CA", "zip": "95616", "phone": "9167536313"}, "mail-address": {"street1": "1920 FIFTH ST", "city": "DAVIS", "state": "CA", "zip": "95616"}, "former-company": {"former-conformed-name": "CALGENE II INC", "date-changed": "19960322"}}
As filed with the Securities and Exchange Commission on June 21, 1996
                                                   Registration No. 333-___
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                  CALGENE, INC.                    
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                     68-0369863       
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

           1920 Fifth Street, Davis, California                      95616   
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip code)

                            1996 Stock Option Plan
                      1991 Stock Option Plan, as amended
                      1990 Employee Stock Purchase Plan                     
                            1981 Stock Option Plan
- --------------------------------------------------------------------------------
                           (Full title of the plans)

                               Roger H. Salquist
                            Chief Executive Officer
                                 Calgene, Inc.
                              1920 Fifth Street, 
                            Davis, Calfornia 95616
- --------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (916) 753-6313
- --------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                             Mark G. Borden, Esq.
                                 Hale and Dorr
                               60 State Street
                          Boston, Massachusetts 02109
                                (617) 526-6000
CALCULATION OF REGISTRATION FEE                                      
                                                                                                       
====================================================================================            
                                        Proposed       Proposed                                
       Title of                          Maximum       Maximum                                 
      Securities           Amount       Offering       Aggregate       Amount of               
       to be               to be        Price Per      Offering      Registration              
      Registered        Registered       Share(1)      Price(1)         Fee(1)                 
- ------------------------------------------------------------------------------------
1996 Stock           1,325,082       $    5.75(2)    $  7,619,222     $   2,627.32                                               
   Option Plan            150,000            5.88(2)         882,000           304.14                                     
   Common Stock            57,500            5.94(2)         341,550           117.77
   (Par Value $.001)    3,467,418            6.00(2)      20,804,508         7,173.97                 
- -------------------------------------------------------------------------------------           
                                                                                               
   1991 Stock              13,000      $     4.75(2)    $     61,750     $      21.29                                          
   Option Plan,            75,000            4.94(2)         370,500           127.76                                      
   as amended              61,000            5.13(2)         312,930           107.91                               
   Common Stock            13,975            5.44(2)          76,024            26.15                                  
   (Par Value $.001)       35,000            5.50(2)         192,500            66.38 
                          103,500            5.69(2)         588,915           203.07
                            7,000            5.88(2)          41,160            14.93
                          339,091            6.00(2)       2,034,546           701.57
                           49,882            6.25(2)         311,763           107.50
                            6,000            6.50(2)          39,000            13.45
                            3,000            6.56(2)          19,680             6.79
                            1,000            6.65(2)           6,650             2.29
                           62,845            6.75(2)         424,204           146.28 
                          144,267            6.88(2)         992,557           342.26
                           18,000            6.94(2)         124,920            43.08
                            5,000            7.00(2)          35,000            12.06
                           10,000            7.38(2)          73,800            25.45
                        1,151,962            7.50(2)       8,639,715         2,979.21
                           50,000            7.63(2)         381,500           131.55
                            1,000            8.31(2)           8,310             2.87
                          144,618            8.63(2)       1,248,053           430.36
                            9,000           10.00(2)          90,000            31.03
                           10,000           10.94(2)         109,400            37.72
                            6,000           11.13(2)          66,780            23.03
                            1,500           12.38(2)          18,570             6.40 
                           10,000           13.13(2)         131,300            45.28
                            9,000           14.13(2)         127,170            43.85
                           10,000           14.63(2)         146,300            50.45
                           12,000           15.25(2)         183,000            63.10
- -------------------------------------------------------------------------------------            
   1990 Employee                                                                               
   Stock Purchase                                                                              
   Plan                                                                                        
   Common Stock                                                                           
   (Par Value $.001)      366,168            6.00(1)       2,197,008           757.59
- -------------------------------------------------------------------------------------           
   1981 Stock             
   Option Plan            104,762      $     5.25       $    550,001     $     189.66 
   Common Stock            12,000            5.75             69,000            23.79
   (Par Value $.001)       21,279            7.50            159,592            55.03
- -------------------------------------------------------------------------------------
   TOTAL                7,866,849                        $49,478,878     $  17,061.68
=====================================================================================
(1)   Price estimated solely for the purpose of calculating the       
      registration fee pursuant to Rules 457(c) and (h) under the            
      Securities Act of 1933, as amended, and based on the average           
      of the high and low prices of the Registrant's Common Stock            
      on June 14, 1996 as quoted on the Nasdaq National Market.              

(2)   All such shares are issuable upon exercise of outstanding 
      options with fixed exercise prices. Pursuant to Rule 457(h)(1) 
      under the Securities Act of 1933, the aggregate offering 
      price and the fee have been computed upon the basis of the 
      price at which the options may be exercised.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I is included in documents sent or given
to participants in the 1996 Stock Option Plan, 1991 Stock Option Plan, as
amended, 1990 Employee Stock Purchase Plan and the 1981 Stock Option Plan of
Calgene, Inc., a Delaware corporation (the "Registrant"), pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.  Incorporation of Certain Documents by Reference
               -----------------------------------------------   

      The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:

            (a)   The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or of the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

            (b)   The Registrant's Proxy Statement/Prospectus contained in its 
Registration Statement on Form S-4 as filed with the Commission on February 6, 
1996.

            (c)   The Registrant's Form 8-K as filed with the Commission on 
April 15, 1996.

            (d)   All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant
document referred to in (a) above.

            (e)   The description of the Registrant's Common Stock, $.001 par
value per share ("Common Stock"), contained in a registration statement filed
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of 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 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 empowers a corporation
to indemnify any person who was or is a party or witness or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. If the person indemnified is not wholly successful in
such action, suit or proceeding, but is successful, on the merits or otherwise,
in one or more but less than all claims, issues or matters in such proceeding,
he or she may be indemnified against expenses actually and reasonably incurred
in connection with each successfully resolved claim, issue or matter. In the
case of an action or suit by or in the right of the corporation, no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Section 145 provides that to the extent a
director, officer, employee or agent of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or manner therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

      Section 102(b)(7) of the Delaware General Corporation Law enables a
Delaware corporation to provide in its certificate of incorporation for the
elimination or limitation of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that a director's liability is not
eliminated or limited: (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve an intentional misconduct or a
knowing violation of law; (3) pursuant to Section 174 of the Delaware General
Corporation Law (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchases or redemptions); or (4) for any
transaction from which the director derived an improper personal benefit. The
Amended and Restated Certificate of Incorporation further provides that if the
Delaware General Corporation Law is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of a director
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as amended.

      The Registrant's Amended and Restated Certificate of Incorporation
provides except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Registrant shall be personally liable to
the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty as a director. 

      The Registrant's Amended and Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by the
General Corporation Law of Delaware, indemnify any person who was or is a party
or is threatened to be made a party to any action, suit or proceeding of the
type described above by reason of the fact that such person is or was a director
or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. No expenses will be paid
in advance, except as authorized by the Board of Directors for expenses incurred
while a director or officer was acting in his or her capacity as a director or
officer and upon the condition that such director or officer previously
delivered an understanding to the corporation to repay all amounts advanced if
it should be later determined that such person was not entitled to
indemnification. The indemnification is not exclusive of any other rights to
which the officers or directors may be entitled under any agreement or vote of
stockholders or disinterested directors or otherwise, continues after such
person has ceased to be a director or officer and inures to the benefit of such
person's heirs, executors and administrators.
      
      The Registrant's Amended and Restated Certificate of Incorporation also
provides that the Registrant may purchase and maintain insurance on behalf of
any director, officer, employee or agent of the Registrant, or any person
serving at the request of the Registrant as a director, officer, employee or
agent of another enterprise, against any expenses, liability or loss, incurred
by such person in any such capacity or arising out of his status as such,
whether or not the Registrant would have the power to indemnify such person
against any such expense, liability or loss.

      The Registrant carries a general liability insurance policy which covers 
certain liabilities of directors and officers of the Registrant arising out of 
claims based on acts or omissions in their capacity as directors or officers.
Item 7.  Exemption from Registration Claimed
               ----------------------------------- 

            Not applicable.

      Item 8.  Exhibits
               -------- 

            The Exhibit Index immediately preceding the exhibits is             
incorporated herein by reference.  

      Item 9.  Undertakings
               ------------

            (a)   The Registrant hereby undertakes:

                  (i)   To file, during any period in which offers or sales are
 being made, a post-effective amendment to this Registration Statement:  

                        A.  To include any prospectus required by
            Section 10(a)(3) of the Securities Act;

                        B. 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; and

                        C. 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 paragraphs (A) and (B) of this section
            --------  -------
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
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

            (ii) 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.

            (iii) 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 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 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 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.
SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Davis, State of California, on this twenty-first
day of June, 1996.

                                 CALGENE, INC.

                                 By: /s/ Roger H. Salquist            
                                     ---------------------                 
                                    Roger H. Salquist
                                    Chief Executive Officer and Director

                               POWER OF ATTORNEY

      We, the undersigned officers and directors of Calgene, Inc., hereby
severally constitute and appoint Roger H. Salquist, Michael J. Motroni and Mark
G. Borden, Esq., and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names, in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith, and any and all amendments to said Registration Statement and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Calgene, Inc. to comply with the Securities
Act, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

      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 (Capacity)                       Date
    ---------                 ----------------                       ----       

/s/ Roger H. Salquist         Chief Executive                   June 21, 1996
- ----------------------------- Officer and Director  
Roger H. Salquist             (Principal Executive 
                              Officer) 
                              

/s/ Michael J. Motroni        Vice President of Finance         June 21, 1996
- ----------------------------- (Principal Financial Officer
Michael J. Motroni            and Principal Accounting Officer)
/s/ Robert E. Baker           Director                          June 21, 1996
- ----------------------------
Robert E. Baker

                              Director                          June 21, 1996
- ----------------------------
Robert T. Fraley

                              Director                          June 21, 1996
- ----------------------------
Jeffrey D. Gargiulo

/s/ Howard D. Palefsky        Director                          June 21, 1996
- ----------------------------
Howard D. Palefsky

/s/ John E. Robson            Director                          June 21, 1996
- ---------------------------- 
John E. Robson

/s/ Allen J. Vangelos         Director                          June 21, 1996
- ----------------------------
Allen J. Vangelos

                              Director                          June 21, 1996
- ----------------------------  
Hendrik A. Verfaillie
INDEX TO EXHIBITS

Exhibit 
Number                              Exhibit                                
- -------                             -------                                
                                                                           
  4.1*     Amended and Restated Certificate of                             
           Incorporation of the Registrant                                 
                                                                           
  4.2*     By-Laws of the Registrant                                       
                                                                           
  4.3*     Specimen Stock Certificat of Common Stock                       
           of the Registrant                                               
                                                                           
                                                                           
  5.1      Opinion of Hale and Dorr, Counsel to                            
           the Registrant                                                  
                                                                           
 23.1      Consent of Hale and Dorr                                        
           (included in Exhibit 5.1)                                       
                                                                           
 23.2      Consent of Ernst & Young LLP                                    
                                                                           
 23.3.1    Consent of Deloitte & Touche LLP, St. Louis, Missouri           
                                                                           
 23.3.2    Consent of Deloitte & Touche LLP, Miami, Florida                
                                                                           
 23.4      Consent of Landa, Umpierre & Company                            
                                                                           
 23.5      Consent of Arthur Andersen LLP                                  
                                                                           
 24.1      Power of Attorney (included in the                              
           signature pages of this Registration                            
           Statement)                                                      

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

*     Previously filed with the Commission as an Exhibit to the 
      Registrant's Registration Statement on Form S-4, 
      File No. 33-00739, which was originally filed with the 
      Commission February 6, 1996 and is incorporated
      herein by reference.