<PAGE>
 
     As filed with the Securities and Exchange Commission on April 4, 1997.

                                                      Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               GENSIA SICOR INC.
      -------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 Delaware                              33-0176647
      -------------------------------          --------------------------
      (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               Identification No.)

          9360 Towne Centre Drive
           San Diego, California                          92121
      -------------------------------          --------------------------
 (Address of Principal Executive Offices)               (Zip Code)


                GENSIA SICOR INC. 1997 LONG-TERM INCENTIVE PLAN
                -----------------------------------------------
                            (Full title of the plan)
 
                                   Copy to:
 
            DAVID F. HALE                              THOMAS E. SPARKS, JR.
President and Chief Executive Officer              Pillsbury Madison & Sutro LLP
          Gensia Sicor Inc.                                P.O. Box 7880
       9360 Towne Centre Drive                        San Francisco, CA 94120
     San Diego, California 92121                           (415) 983-1000
           (619) 546-8300                                ------------------
         ------------------                   
    (Name, address and telephone 
    number, including area code, 
       of agent for service)
 
 
<TABLE>
<CAPTION>
                                     CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
     Title of                                     Proposed Maximum     Proposed Maximum        Amount of
 Securities To Be                Amount To Be      Offering Price     Aggregate Offering     Registration
    Registered                  Registered (1)      per Share (2)          Price (2)              Fee
---------------------------------------------------------------------------------------------------------
 <S>                            <C>               <C>                 <C>                    <C>
Common Stock, $.01 par value,      2,000,000            $3.85              $7,700,000            $2,334
 including related Series I         shares
 Participating Preferred
 Stock Purchase Rights
---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457, upon the average of the high and low prices as
    reported on the Nasdaq National Market on April 2, 1997.
                               _________________

   The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
--------------------------------------------------------------------------------
<PAGE>
 
                              Page 2 of 12 Pages
                       Exhibit Index Appears on Page 9.

                                      -2-
<PAGE>
 
                                     PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------


  Item 1.  Plan Information.*
  ------   ----------------  

  Item 2.  Registrant Information and Employee Plan Annual Information.*
  ------   -----------------------------------------------------------  

  *    Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 under the Securities act of 1933 and the Note to Part I of Form
       S-8.


                                    PART II
                                    -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

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

       (1)   Annual Report on Form 10-K (File No. 0-18549), for the fiscal year
  ended December 31, 1996.

       (2)   The financial statements of Rakepoll Holding and pro forma
  financial information of the Registrant, included in the Registrant's
  Definitive Proxy Statement, dated January 15, 1997, at pages 73 to 78 and
  pages F-1 to F-23.

       (3)   The description of Registrant's Common Stock contained in
  Registrant's Registration Statement on Form 8-A (File No. 0-18549).

       (4)   The description of the Preferred Stock Purchase Rights for Series I
  Participating Preferred Stock, par value $.01 per share of the Registrant
  contained in its Registration Statement on Form 8-A filed on March 23, 1992
  (File No. 0-18549).

       In addition, all documents subsequently filed by Registrant pursuant to
  Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.

                                      -3-
<PAGE>
 
  Item 4.  Description of Securities.
  ------   ------------------------- 

        Not applicable.

  Item 5.  Interests of Named Experts and Counsel.
  ------   -------------------------------------- 

       The consolidated financial statements of the Registrant appearing in the
  Registrant's Annual Report (Form 10-K) for the year ended December 31, 1996,
  have been audited by Ernst & Young LLP, independent auditors, as set forth in
  their opinion thereon included therein and incorporated herein by reference.
  Additionally, the financial statements of Rakepoll Holding appearing in the
  Registrant's Definitive Proxy Statement dated January 15, 1997 have been
  prepared by, and in the case of the financial statements appearing at pages F-
  6 through F-23 of the Definitive Proxy Statement have been audited by, KPMG
  Accountants N.V., as set forth in their report included therein and
  incorporated herein by refererence.  Such financial statements are
  incorporated herein by reference in reliance upon such reports given upon the
  authority of such firms as experts in accounting and auditing.

        A member of Pillsbury Madison & Sutro LLP participating in the
  consideration of legal matters relating to the Registrant's Common Stock owns
  30,000 shares of the Registrant's Common Stock.

  Item 6.  Indemnification of Directors and Officers.
  ------   ----------------------------------------- 

        Section 145 of the Delaware General Corporation Law provides for the
  indemnification of officers, directors, and other corporate agents in terms
  sufficiently broad to indemnify such persons under certain circumstances for
  liabilities (including reimbursement for expenses incurred) arising under the
  Securities Act of 1933, as amended (the "Act").  Article IX of the
  Registrant's Restated Certificate of Incorporation (Exhibit 3(i) to the
  Registrant's Current Report on Form 8-K dated February 28, 1997) provide for
  indemnification of the Registrant's directors, officers, employees and other
  agents to the extent and under the circumstances permitted by the Delaware
  General Corporation Law.  The Registrant has also entered into agreements with
  its directors and officers that will require the Registrant, among other
  things, to indemnify them against certain liabilities that may arise by reason
  of their status or service as directors or officers to the fullest extent not
  prohibited by law.
 
  Item 7.  Exemption from Registration Claimed.
  ------   ----------------------------------- 

        Not applicable.

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

        See Index to Exhibits.

                                      -4-
<PAGE>
 
  Item 9.  Undertakings.
  ------   ------------ 

        (a)  The undersigned Registrant hereby undertakes:

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

             (i)  To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the Registrant
      pursuant to section 13 or section 15(d) of the Securities Exchange Act of
      1934 that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
      Securities Act of 1933, 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 further undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to section 13(a) or section
  15(d) of the Securities Exchange Act of 1934 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.

                                      -5-
<PAGE>
 
        (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the 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 Act
  and will be governed by the final adjudication of such issue.

                                      -6-
<PAGE>
 
                                   SIGNATURES
                                   ----------

       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8, and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of San Diego, State of California, on
  March 31, 1997.

                                 GENSIA SICOR INC.



                                 By    /s/ David F. Hale
                                    -------------------------------
                                           David F. Hale
                                         President and CEO


                               POWER OF ATTORNEY
                               -----------------

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

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

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

  /s/ David F. Hale          President and Chief             March 31, 1997
 -------------------         Executive Officer and
      David F. Hale          Director (Principal
                             Executive Officer)
 

                                      -7-
<PAGE>
 
     Signature                     Title                          Date
    -----------                    -----                          ----


 /s/ John W. Sayward         Vice President Finance,         March 31, 1997
---------------------        Chief Financial Officer
     John W. Sayward         and Treasurer (Principal
                             Financial Officer and
                             Principal Accounting
                             Officer)

 
/s/ Donald E. Panoz          Chairman of the Board of        March 31, 1997
---------------------        Directors
    Donald E. Panoz            
 

/s/ Michael D. Cannon        Director                        March 31, 1997
-----------------------      
    Michael D. Cannon          
 

/s/ Jerry C. Benjamin        
-----------------------      Director                        March 31, 1997
   Jerry C. Benjamin                                                       
                                                                           
                                                                           
/s/ James C. Blair                                                         
-----------------------      Director                        March 31, 1997
    James C. Blair                                                         
                                                                           
                                                                           
/s/ Herbert J. Conrad                                                      
-----------------------      Director                        March 31, 1996
   Herbert J. Conrad                                                          

                                                                           
/s/ Carlo Salvi                                                            
-----------------------      Director                        March 31, 1997
   Carlo Salvi                                                                
                                                                           
                                                                           
/s/ Patrick D. Walsh                                                       
----------------------       Director                        March 31, 1997
   Patrick D. Walsh                                                        
                                                                           
                                                                           

-----------------------      Director                        March __, 1997 
   L. John Wilkerson

<PAGE>
 
                                EXHIBIT INDEX 
                                -------------

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


    5.1      Opinion of Pillsbury Madison & Sutro LLP regarding 
             legality of securities to be offered.

    10.1(1)  Gensia Sicor Inc. 1997 Long-Term Incentive Plan.

    23.1     Consent of Ernst & Young LLP,
             Independent Auditors.

    23.2     Consent of KPMG Accountants N.V.

    23.3     Consent of Pillsbury Madison &
             Sutro LLP (included in Exhibit 5.1).

    24.1     Power of Attorney (see page 7).

-----------------
(1)  Incorporated by reference to Annex D of the Registrant's Definitive Proxy 
     Statement dated January 15, 1997 (No. 0-18549).

                                      -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18778}]
{"company-data": {"conformed-name": "GENSIA INC", "cik": "0000807873", "assigned-sic": "2834", "irs-number": "330176647", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24597", "film-number": "97575128"}, "business-address": {"street1": "9360 TOWNE CENTRE DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121-3030", "phone": "6195468300"}, "mail-address": {"street1": "9360 TOWNE CENTRE DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "GENSIA PHARMACEUTICAL INC", "date-changed": "19930701"}}
As filed with the Securities and Exchange Commission on April 4, 1997.

                                                      Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               GENSIA SICOR INC.
      -------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                              33-0176647
      -------------------------------          --------------------------
      (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               Identification No.)

          9360 Towne Centre Drive
           San Diego, California                          92121
      -------------------------------          --------------------------
 (Address of Principal Executive Offices)               (Zip Code)

                GENSIA SICOR INC. 1997 LONG-TERM INCENTIVE PLAN
                -----------------------------------------------
                            (Full title of the plan)
 
                                   Copy to:
 
            DAVID F. HALE                              THOMAS E. SPARKS, JR.
President and Chief Executive Officer              Pillsbury Madison & Sutro LLP
          Gensia Sicor Inc.                                P.O. Box 7880
       9360 Towne Centre Drive                        San Francisco, CA 94120
     San Diego, California 92121                           (415) 983-1000
           (619) 546-8300                                ------------------
         ------------------                   
    (Name, address and telephone 
    number, including area code, 
       of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
     Title of                                     Proposed Maximum     Proposed Maximum        Amount of
 Securities To Be                Amount To Be      Offering Price     Aggregate Offering     Registration
    Registered                  Registered (1)      per Share (2)          Price (2)              Fee
---------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value,      2,000,000            $3.85              $7,700,000            $2,334
 including related Series I         shares
 Participating Preferred
 Stock Purchase Rights
---------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to General Instruction E to Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457, upon the average of the high and low prices as
    reported on the Nasdaq National Market on April 2, 1997.
                               _________________

   The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
--------------------------------------------------------------------------------
Page 2 of 12 Pages
                       Exhibit Index Appears on Page 9.

                                      -2-
PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

  Item 1.  Plan Information.*
  ------   ----------------  

  Item 2.  Registrant Information and Employee Plan Annual Information.*
  ------   -----------------------------------------------------------  

  *    Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 under the Securities act of 1933 and the Note to Part I of Form
       S-8.

                                    PART II
                                    -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

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

       (1)   Annual Report on Form 10-K (File No. 0-18549), for the fiscal year
  ended December 31, 1996.

       (2)   The financial statements of Rakepoll Holding and pro forma
  financial information of the Registrant, included in the Registrant's
  Definitive Proxy Statement, dated January 15, 1997, at pages 73 to 78 and
  pages F-1 to F-23.

       (3)   The description of Registrant's Common Stock contained in
  Registrant's Registration Statement on Form 8-A (File No. 0-18549).

       (4)   The description of the Preferred Stock Purchase Rights for Series I
  Participating Preferred Stock, par value $.01 per share of the Registrant
  contained in its Registration Statement on Form 8-A filed on March 23, 1992
  (File No. 0-18549).

       In addition, all documents subsequently filed by Registrant pursuant to
  Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.

                                      -3-
Item 4.  Description of Securities.
  ------   ------------------------- 

        Not applicable.

  Item 5.  Interests of Named Experts and Counsel.
  ------   -------------------------------------- 

       The consolidated financial statements of the Registrant appearing in the
  Registrant's Annual Report (Form 10-K) for the year ended December 31, 1996,
  have been audited by Ernst & Young LLP, independent auditors, as set forth in
  their opinion thereon included therein and incorporated herein by reference.
  Additionally, the financial statements of Rakepoll Holding appearing in the
  Registrant's Definitive Proxy Statement dated January 15, 1997 have been
  prepared by, and in the case of the financial statements appearing at pages F-
  6 through F-23 of the Definitive Proxy Statement have been audited by, KPMG
  Accountants N.V., as set forth in their report included therein and
  incorporated herein by refererence.  Such financial statements are
  incorporated herein by reference in reliance upon such reports given upon the
  authority of such firms as experts in accounting and auditing.

        A member of Pillsbury Madison & Sutro LLP participating in the
  consideration of legal matters relating to the Registrant's Common Stock owns
  30,000 shares of the Registrant's Common Stock.

  Item 6.  Indemnification of Directors and Officers.
  ------   ----------------------------------------- 

        Section 145 of the Delaware General Corporation Law provides for the
  indemnification of officers, directors, and other corporate agents in terms
  sufficiently broad to indemnify such persons under certain circumstances for
  liabilities (including reimbursement for expenses incurred) arising under the
  Securities Act of 1933, as amended (the "Act").  Article IX of the
  Registrant's Restated Certificate of Incorporation (Exhibit 3(i) to the
  Registrant's Current Report on Form 8-K dated February 28, 1997) provide for
  indemnification of the Registrant's directors, officers, employees and other
  agents to the extent and under the circumstances permitted by the Delaware
  General Corporation Law.  The Registrant has also entered into agreements with
  its directors and officers that will require the Registrant, among other
  things, to indemnify them against certain liabilities that may arise by reason
  of their status or service as directors or officers to the fullest extent not
  prohibited by law.
 
  Item 7.  Exemption from Registration Claimed.
  ------   ----------------------------------- 

        Not applicable.

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

        See Index to Exhibits.

                                      -4-
Item 9.  Undertakings.
  ------   ------------ 

        (a)  The undersigned Registrant hereby undertakes:

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

             (i)  To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the Registrant
      pursuant to section 13 or section 15(d) of the Securities Exchange Act of
      1934 that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
      Securities Act of 1933, 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 further undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to section 13(a) or section
  15(d) of the Securities Exchange Act of 1934 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.

                                      -5-
(c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the 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 Act
  and will be governed by the final adjudication of such issue.

                                      -6-
SIGNATURES
                                   ----------

       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8, and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of San Diego, State of California, on
  March 31, 1997.

                                 GENSIA SICOR INC.

                                 By    /s/ David F. Hale
                                    -------------------------------
                                           David F. Hale
                                         President and CEO

                               POWER OF ATTORNEY
                               -----------------

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

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

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

  /s/ David F. Hale          President and Chief             March 31, 1997
 -------------------         Executive Officer and
      David F. Hale          Director (Principal
                             Executive Officer)
 

                                      -7-
Signature                     Title                          Date
    -----------                    -----                          ----

 /s/ John W. Sayward         Vice President Finance,         March 31, 1997
---------------------        Chief Financial Officer
     John W. Sayward         and Treasurer (Principal
                             Financial Officer and
                             Principal Accounting
                             Officer)

 
/s/ Donald E. Panoz          Chairman of the Board of        March 31, 1997
---------------------        Directors
    Donald E. Panoz            
 

/s/ Michael D. Cannon        Director                        March 31, 1997
-----------------------      
    Michael D. Cannon          
 

/s/ Jerry C. Benjamin        
-----------------------      Director                        March 31, 1997
   Jerry C. Benjamin                                                       
                                                                           
                                                                           
/s/ James C. Blair                                                         
-----------------------      Director                        March 31, 1997
    James C. Blair                                                         
                                                                           
                                                                           
/s/ Herbert J. Conrad                                                      
-----------------------      Director                        March 31, 1996
   Herbert J. Conrad                                                          

                                                                           
/s/ Carlo Salvi                                                            
-----------------------      Director                        March 31, 1997
   Carlo Salvi                                                                
                                                                           
                                                                           
/s/ Patrick D. Walsh                                                       
----------------------       Director                        March 31, 1997
   Patrick D. Walsh                                                        
                                                                           
                                                                           

-----------------------      Director                        March __, 1997 
   L. John Wilkerson
EXHIBIT INDEX 
                                -------------

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

    5.1      Opinion of Pillsbury Madison & Sutro LLP regarding 
             legality of securities to be offered.

    10.1(1)  Gensia Sicor Inc. 1997 Long-Term Incentive Plan.

    23.1     Consent of Ernst & Young LLP,
             Independent Auditors.

    23.2     Consent of KPMG Accountants N.V.

    23.3     Consent of Pillsbury Madison &
             Sutro LLP (included in Exhibit 5.1).

    24.1     Power of Attorney (see page 7).

-----------------
(1)  Incorporated by reference to Annex D of the Registrant's Definitive Proxy 
     Statement dated January 15, 1997 (No. 0-18549).

                                      -9-