As filed with the Securities and Exchange Commission on March 15, 2001
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

               NEUROCRINE BIOSCIENCES, INC. 2001 STOCK OPTION PLAN
                            (Full title of the plan)

                                  GARY A. LYONS
                       President, Chief Executive Officer
                                  and Director
                           10555 Science Center Drive
                           San Diego, California 92121
                                 (858) 658-7600

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

                                   Copies to:
                              Scott N. Wolfe, Esq.
                  --------------------------------------------
                                Latham & Watkins
                        12636 High Bluff Drive, Suite 300
                               San Diego, CA 92130
                                 (858) 523-5400

                         CALCULATION OF REGISTRATION FEE
===================== ============ ============== ================ ============
                                      Proposed       Proposed
                                       Maximum        Maximum
        Title            Amount       Offering       Aggregate      Amount of
   of Securities to      to be          Price        Offering      Registration
    be Registered      Registered   Per Share(1)     Price(1)          Fee
--------------------- ------------ -------------- ---------------- ------------
Common Stock
   $0.001 par value..   750,000      $ 15.3125      $ 11,484,375    $  2,872
===================== ============ ============== ================ ============

(1)    Estimated  solely for purposes of computing the  registration fee for the
       750,000 shares registered herewith. Pursuant to Rule 457(c), the proposed
       Maximum  Offering  Price Per  Share is based on the high and low  trading
       prices of the Company's  Common Stock as reported on the Nasdaq  National
       Market System on March 14, 2001.




<PAGE>


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1. Plan Information.

        Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed with this Registration Statement.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the "SEC") by Neurocrine  Biosciences,  Inc. (the  "Company"),  are
incorporated by reference in this Registration Statement.

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
          31, 1999, filed March 30, 2000, as amended November 30, 2000;

     (b)  The  Company's  Quarterly  Reports on Forms 10-Q for the three  months
          ended March 31, 2000,  filed May 15, 2000,  for the three months ended
          June 30, 2000,  filed August 11, 2000,  and for the three months ended
          September 30, 2000, filed November 8, 2000;

     (c)  All other reports filed by the Company with the SEC since December 31,
          1999 pursuant to Sections  13(a) or 15(d) of the  Securities  Exchange
          Act of 1934, as amended (the "Exchange Act");

     (d)  The Current  Reports filed  pursuant to Sections 13(a) or 15(d) of the
          Exchange  Act on Forms 8-K dated April 6, 2000,  December 14, 2000 and
          December 15, 2000;

     (e)  The Company's definitive proxy statement dated April 27, 2000 filed in
          connection with its May 24, 2000 Annual Meeting of Stockholders; and

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

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this  Registration  Statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining unsold,  are incorporated by reference in this Registration  Statement
and are a part  hereof  from the date of filing such  documents.  Any  statement
contained in a document incorporated or deemed to be incorporated by reference

<PAGE>

herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

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

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

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

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

        Exhibit
        Number     Document
            4.1    Form of Common Stock Certificate (1)
            4.2    Neurocrine Biosciences, Inc. 2001 Stock Option Plan
            5.1    Opinion of Latham & Watkins
           23.1    Consent of Ernst & Young LLP, Independent Auditors
           23.2    Consent of Latham & Watkins (contained in Exhibit 5.1)
           24.1    Power of Attorney (see page II-5)
        ------------

           (1)  Incorporated  by  reference to the  Company's  Registration
                Statement  filed on April 3, 1996 on Form S-1,  as  amended
                (File No. 333-03172)
<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;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of  prospectus  filed with the SEC  pursuant  to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than  20  percent  change  in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;

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

               provided,  however, that the undertakings set forth in paragraphs
               (a)(1)(i) and (a)(1)(ii)  above do not apply if the  Registration
               Statement  is on  Form  S-3,  Form  S-8  or  Form  F-3,  and  the
               information required to be included in a post-effective amendment
               by those  paragraphs is contained in periodic  reports filed with
               or furnished to the SEC by the Registrant  pursuant to Section 13
               or 15(d) of the Exchange Ac that are incorporated by reference in
               this Registration Statement.

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

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

               (a)  The  undersigned  Registrant  hereby  undertakes  that,  for
                    purposes of determining  any liability  under the Securities
                    Act, each filing of the Registrant's  annual report pursuant
                    to Section  13(a) or 15(d) of the Exchange  Act (and,  where
                    applicable, each filing of an employee benefit plan's annual
                    report  pursuant to Section  15(d) of the Exchange Act) that
                    is incorporated by reference in this Registration  Statement
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

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

<PAGE>

                                   SIGNATURES

        Pursuant  to  the  requirements  of  the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego, State of California,  on this 15th day of
March 2001.

                                  NEUROCRINE BIOSCIENCES, INC.


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



<PAGE>



                                POWER OF ATTORNEY

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

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



<PAGE>



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


/s/ Gary A. Lyons                 President, Chief Executive      March 15, 2001
----------------------------         Officer and Director
Gary A. Lyons                    (Principal Executive Officer)


/s/ Paul W. Hawran                Chief Financial Officer         March 15, 2001
----------------------------       (Principal Financing
Paul W. Hawran                    and Accounting Officer)


/s/ Joseph A. Mollica                 Chairman of the             March 15, 2001
----------------------------         Board of Directors
Joseph A. Mollica


/s/ Richard F. Pops                     Director                  March 15, 2001
----------------------------
Richard F. Pops


/s/ Stephen A. Sherwin                  Director                  March 15, 2001
----------------------------
Stephen A. Sherwin


/s/ Lawrence J. Steinman                Director                  March 15, 2001
----------------------------
Lawrence J. Steinman


/s/ Wylie W. Vale                       Director                  March 15, 2001
----------------------------
Wylie W. Vale

<PAGE>



                                INDEX TO EXHIBITS



Exhibit
Number     Document
-------    ---------------------------------------------------------------------
  4.1      Form of Common Stock Certificate (1)
  4.2      Neurocrine Biosciences, Inc. 2001 Stock Option Plan
  5.1      Opinion of Latham & Watkins
 23.1      Consent of Ernst & Young LLP, Independent Auditors
 23.2      Consent of Latham & Watkins (contained in Exhibit 5.1)
 24.1      Power of Attorney (see page II-5)
  ------------
  (1)  Incorporated by reference to the Company's Registration Statement
       filed on April 3, 1996 on Form S-1, as amended (File No. 333-03172)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION OF 2001 STOCK OPTION PLAN", "secsgml_size_bytes": 17500}]
{"company-data": {"conformed-name": "NEUROCRINE BIOSCIENCES INC", "cik": "0000914475", "assigned-sic": "2836", "irs-number": "330525145", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57096", "film-number": "1569566"}, "business-address": {"street1": "10555 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8586587600"}, "mail-address": {"street1": "10555 SCIENCE CENTER DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission on March 15, 2001
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

               NEUROCRINE BIOSCIENCES, INC. 2001 STOCK OPTION PLAN
                            (Full title of the plan)

                                  GARY A. LYONS
                       President, Chief Executive Officer
                                  and Director
                           10555 Science Center Drive
                           San Diego, California 92121
                                 (858) 658-7600

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

                                   Copies to:
                              Scott N. Wolfe, Esq.
                  --------------------------------------------
                                Latham & Watkins
                        12636 High Bluff Drive, Suite 300
                               San Diego, CA 92130
                                 (858) 523-5400

                         CALCULATION OF REGISTRATION FEE
===================== ============ ============== ================ ============
                                      Proposed       Proposed
                                       Maximum        Maximum
        Title            Amount       Offering       Aggregate      Amount of
   of Securities to      to be          Price        Offering      Registration
    be Registered      Registered   Per Share(1)     Price(1)          Fee
--------------------- ------------ -------------- ---------------- ------------
Common Stock
   $0.001 par value..   750,000      $ 15.3125      $ 11,484,375    $  2,872
===================== ============ ============== ================ ============

(1)    Estimated  solely for purposes of computing the  registration fee for the
       750,000 shares registered herewith. Pursuant to Rule 457(c), the proposed
       Maximum  Offering  Price Per  Share is based on the high and low  trading
       prices of the Company's  Common Stock as reported on the Nasdaq  National
       Market System on March 14, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1. Plan Information.

        Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the "SEC") by Neurocrine  Biosciences,  Inc. (the  "Company"),  are
incorporated by reference in this Registration Statement.

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
          31, 1999, filed March 30, 2000, as amended November 30, 2000;

     (b)  The  Company's  Quarterly  Reports on Forms 10-Q for the three  months
          ended March 31, 2000,  filed May 15, 2000,  for the three months ended
          June 30, 2000,  filed August 11, 2000,  and for the three months ended
          September 30, 2000, filed November 8, 2000;

     (c)  All other reports filed by the Company with the SEC since December 31,
          1999 pursuant to Sections  13(a) or 15(d) of the  Securities  Exchange
          Act of 1934, as amended (the "Exchange Act");

     (d)  The Current  Reports filed  pursuant to Sections 13(a) or 15(d) of the
          Exchange  Act on Forms 8-K dated April 6, 2000,  December 14, 2000 and
          December 15, 2000;

     (e)  The Company's definitive proxy statement dated April 27, 2000 filed in
          connection with its May 24, 2000 Annual Meeting of Stockholders; and

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

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this  Registration  Statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining unsold,  are incorporated by reference in this Registration  Statement
and are a part  hereof  from the date of filing such  documents.  Any  statement
contained in a document incorporated or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

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

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

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

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

        Exhibit
        Number     Document
            4.1    Form of Common Stock Certificate (1)
            4.2    Neurocrine Biosciences, Inc. 2001 Stock Option Plan
            5.1    Opinion of Latham & Watkins
           23.1    Consent of Ernst & Young LLP, Independent Auditors
           23.2    Consent of Latham & Watkins (contained in Exhibit 5.1)
           24.1    Power of Attorney (see page II-5)
        ------------

           (1)  Incorporated  by  reference to the  Company's  Registration
                Statement  filed on April 3, 1996 on Form S-1,  as  amended
                (File No. 333-03172)
Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of  prospectus  filed with the SEC  pursuant  to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than  20  percent  change  in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;

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

               provided,  however, that the undertakings set forth in paragraphs
               (a)(1)(i) and (a)(1)(ii)  above do not apply if the  Registration
               Statement  is on  Form  S-3,  Form  S-8  or  Form  F-3,  and  the
               information required to be included in a post-effective amendment
               by those  paragraphs is contained in periodic  reports filed with
               or furnished to the SEC by the Registrant  pursuant to Section 13
               or 15(d) of the Exchange Ac that are incorporated by reference in
               this Registration Statement.

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

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.
(a)  The  undersigned  Registrant  hereby  undertakes  that,  for
                    purposes of determining  any liability  under the Securities
                    Act, each filing of the Registrant's  annual report pursuant
                    to Section  13(a) or 15(d) of the Exchange  Act (and,  where
                    applicable, each filing of an employee benefit plan's annual
                    report  pursuant to Section  15(d) of the Exchange Act) that
                    is incorporated by reference in this Registration  Statement
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

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

        Pursuant  to  the  requirements  of  the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego, State of California,  on this 15th day of
March 2001.

                                  NEUROCRINE BIOSCIENCES, INC.

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

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

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

/s/ Gary A. Lyons                 President, Chief Executive      March 15, 2001
----------------------------         Officer and Director
Gary A. Lyons                    (Principal Executive Officer)

/s/ Paul W. Hawran                Chief Financial Officer         March 15, 2001
----------------------------       (Principal Financing
Paul W. Hawran                    and Accounting Officer)

/s/ Joseph A. Mollica                 Chairman of the             March 15, 2001
----------------------------         Board of Directors
Joseph A. Mollica

/s/ Richard F. Pops                     Director                  March 15, 2001
----------------------------
Richard F. Pops

/s/ Stephen A. Sherwin                  Director                  March 15, 2001
----------------------------
Stephen A. Sherwin

/s/ Lawrence J. Steinman                Director                  March 15, 2001
----------------------------
Lawrence J. Steinman

/s/ Wylie W. Vale                       Director                  March 15, 2001
----------------------------
Wylie W. Vale
INDEX TO EXHIBITS

Exhibit
Number     Document
-------    ---------------------------------------------------------------------
  4.1      Form of Common Stock Certificate (1)
  4.2      Neurocrine Biosciences, Inc. 2001 Stock Option Plan
  5.1      Opinion of Latham & Watkins
 23.1      Consent of Ernst & Young LLP, Independent Auditors
 23.2      Consent of Latham & Watkins (contained in Exhibit 5.1)
 24.1      Power of Attorney (see page II-5)
  ------------
  (1)  Incorporated by reference to the Company's Registration Statement
       filed on April 3, 1996 on Form S-1, as amended (File No. 333-03172)