<PAGE>
      As filed with the Securities and Exchange Commission on February 5, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                  DEPOMED, INC.
                 ---------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            California                               94-3229046
     -------------------------                 ------------------------
         (State or Other                           (I.R.S. Employer
         Jurisdiction of                          Identification No.)
         Incorporation or
          Organization)


                1360 O'Brien Drive, Menlo Park, California, 94025
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)

                   Amended and Restated 1995 Stock Option Plan
              ---------------------------------------------------
                            (Full Title of the Plan)

                                  John W. Fara
                 Chairman, President and Chief Executive Officer
                               1360 O'Brien Drive
                          Menlo Park, California 94025
          -----------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (650) 462-5900
              ---------------------------------------------------
                (Telephone Number, Including Area Code, of Agent
                                  For Service)

                                    Copy to:

                            Stephen C. Ferruolo, Esq.
                       Heller Ehrman White & McAuliffe LLP
                        4250 Executive Square, 7th Floor
                           La Jolla, California 92037
                            Telephone: (858) 450-8400
                            Facsimile: (858) 450-8499

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                                   Proposed          Proposed
                                                                   Maximum           Maximum
                                                  Amount           Offering         Aggregate         Amount of
            Title of Securities                   to be             Price            Offering       Registration
              to be Registered                  Registered       per Share(1)         Price              Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                 <C>              <C>              <C>
    Common Stock, no par value, issuable          600,000            $3.25            $1,950,000      $487.50
   under Amended and Restated 1995 Stock
                Option Plan
====================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of computing the amount of registration
     fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
     based on the average of the high and low prices of the Registrant's Common
     Stock reported on the American Stock Exchange on February 2, 2001.

================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are incorporated by
reference in this registration statement:

         (a)      The Registrant's Annual Report for the fiscal year ended
December 31, 1999 on Form 10SB-K, filed on March 30, 2000;

         (b)      The Registrant's Quarterly Report for the quarter ended
March 31, 2000 on Form 10-Q, filed on May 15, 2000;

         (c)      The Registrant's Quarterly Report for the quarter ended
June 30, 2000 on Form 10-Q filed on August 14, 2000;

         (d)      The Registrant's Quarterly Report for the quarter ended
September 30, 2000 on Form 10-Q filed on November 14, 2000;

         (e)      The Registrant's Current Report for the period ended
January 21, 2000 on Form 8-K filed on February 18, 2000;

         (f)      The description of the Common Stock of the registrant
contained in the Registrant's registration statement filed under the Exchange
Act registering such Common Stock under Section 12 of the Exchange Act; and

         (g)      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 securities then remaining unsold.

ITEM 4.    DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

         Julian N. Stern, the Secretary of the Company, is the owner of 83,333
shares of Common Stock of the Registrant and is the sole stockholder and
employee of a professional corporation that is a partner of Heller Ehrman White
& McAuliffe LLP.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to Section 204(a) and 317 of the California Corporations Code,
as amended, the Registrant has included in its articles of incorporation and
bylaws provisions regarding the indemnification of officers and directors of the
registrant. Article Four of Registrant's Amended and Restated Articles of
Incorporation provides as follows:

         "The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. This corporation is also authorized, to the fullest extent permissible
under California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code), whether by bylaw, agreement or otherwise, in
excess of the indemnification expressly permitted by Section 317 and to advance
defense expenses to its agents in connection with such matters as they are
incurred, subject to the limits on such excess indemnification set forth in
Section 204 of the California Corporations Code. If, after the effective date of

                                     II-1
<PAGE>

this Article, California law is amended in a manner which permits a corporation
to limit the monetary or other liability of its directors or to authorize
indemnification of, or advancement of such defense expense to, its directors or
other persons, in any such case to a greater extent than is permitted on such
effective date, the references in this Article to "California law" shall to that
extent be deemed to refer to California law as so amended."

         Section 29 of the Registrant's Bylaws, as amended, provides as follows:

         "29.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) INDEMNIFICATION. To the fullest extent permissible under California
law, the corporation shall indemnify its directors and officers against all
expenses, judgment, fines, settlement and other amounts actually and reasonably
incurred by them in connection with any proceeding, including an action by or in
the right of the corporation, by reason of the fact that such person is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, officer, trustee, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans). To the fullest
extent permissible under California law, expenses incurred by a director or
officer seeking indemnification under this bylaw in defending any proceeding
shall be advanced by the corporation as they are incurred upon receipt by the
corporation of an undertaking by or on behalf of the director or officer to
repay such amount if it shall ultimately be determined that the director or
officer is not entitled to be indemnified by the corporation for those expenses.
If, after the effective date of this bylaw, California law is amended in a
manner which permits the corporation to authorize indemnification of or
advancement of expenses to its directors or officers, in any such case to a
greater extent than is permitted on such effective date, the references in this
bylaw to "California law" shall to that extent be deemed to refer to California
law as so amended. The rights granted by this bylaw are contractual in nature
and, as such, may not be altered with respect to any present or former director
or officer without the written consent of that person.

         (b) PROCEDURE. Upon written request to the Board of Directors by a
person seeking indemnification under this bylaw, the Board shall promptly
determine in accordance with Section 317(e) of the California Corporations Code
whether the applicable standard of conduct has been met and, if so, the Board
shall authorize indemnification. If the Board cannot authorize indemnification
because the number of directors who are parties to the proceeding with respect
to which indemnification is sought prevents the formation of a quorum of
directors who are not parties to the proceeding, then, upon written request by
the person seeking indemnification, independent legal counsel (by means of a
written opinion obtained at the corporation's expense) or the corporation's
shareholders shall determine whether the applicable standard of conduct has been
met and, if so, shall authorize indemnification.

         (c) DEFINITIONS. The term "proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative. The term "expenses" includes, without limitation, attorney's fees
and any expenses of establishing a right to indemnification."

         The Registrant has entered into indemnification agreements with each of
its current directors and officers pursuant to the foregoing provisions.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.    EXHIBITS

              5.1   Opinion of Heller Ehrman White & McAuliffe LLP

             10.1   Amended and Restated 1995 Stock Option Plan

             23.1   Consent of Ernst & Young LLP, Independent Auditors



                                     II-2
<PAGE>

             23.2   Consent of Heller Ehrman White & McAuliffe LLP (filed as
                    part of Exhibit 5.1)

             24.1   Power of Attorney (See page II-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;

                           (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 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 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

         B.       The undersigned Registrant hereby undertakes that, for
purposes of determining 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 that is incorporated by reference in the registration statement shall be
deemed 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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.


                                     II-3
<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 Menlo Park, State of California, on this 5th day of
February, 2001.

                                              DEPOMED, INC.



                                              By: /s/ John W. Fara
                                                 -------------------------------
                                                 John W. Fara
                                                 Chairman, President and Chief
                                                 Executive Officer



                       POWER OF ATTORNEY TO SIGN AMENDMENT

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint John W. Fara and John F.
Hamilton with full power of substitution, such person's true and lawful
attorneys-in-fact and agents for such person in such person's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as he or
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.





                                     II-4
<PAGE>
<TABLE>
<CAPTION>
              Signature                                        Capacity                                Date
--------------------------------------       ---------------------------------------------     ---------------------
<S>                                          <C>                                               <C>

/s/ John W. Fara
------------------------------               Chairman, President and Chief Executive           February 5, 2001
John W. Fara, Ph.D.                          Officer (Principal Executive Officer)


/s/ John N. Shell
------------------------------
John N. Shell                                Vice President, Operations and Director           February 5, 2001


/s/ John F. Hamilton
------------------------------
John F. Hamilton                             Vice President, Finance and Chief Financial       February 5, 2001
                                             Officer (Principal Accounting and Financial
                                             Officer)


/s/ John W. Shell
------------------------------
John W. Shell                                Director                                          February 5, 2001


/s/ G. Steven Burrill
------------------------------
G. Steven Burrill                            Director                                          February 5, 2001


/s/ W. Leigh Thompson
------------------------------
W. Leigh Thompson, M.D., Ph.D.               Director                                          February 5, 2001

</TABLE>


                                     II-5
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 Item
  No.                       Description of Item
-------  ----------------------------------------------------------------
<S>      <C>
  5.1    Opinion of Heller Ehrman White & McAuliffe LLP

 10.1    Amended and Restated 1995 Stock Option Plan

 23.1    Consent of Ernst & Young LLP, Independent Auditors

 23.2    Consent of Heller Ehrman White & McAuliffe LLP (filed as part of
         Exhibit 5.1)

 24.1    Power of Attorney (See page II-4)

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2036728zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19115}]
{"company-data": {"conformed-name": "DEPOMED INC", "cik": "0001005201", "assigned-sic": "8731", "irs-number": "943229046", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54982", "film-number": "1525167"}, "business-address": {"street1": "366 LAKESIDE DRIVE", "city": "FOSTER CITY", "state": "CA", "zip": "94404-1167", "phone": "6505130990"}, "mail-address": {"street1": "1170 B CHESS DRIVE", "city": "FOSTER CITY", "state": "CA", "zip": "94404"}}
As filed with the Securities and Exchange Commission on February 5, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  DEPOMED, INC.
                 ---------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            California                               94-3229046
     -------------------------                 ------------------------
         (State or Other                           (I.R.S. Employer
         Jurisdiction of                          Identification No.)
         Incorporation or
          Organization)

                1360 O'Brien Drive, Menlo Park, California, 94025
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)

                   Amended and Restated 1995 Stock Option Plan
              ---------------------------------------------------
                            (Full Title of the Plan)

                                  John W. Fara
                 Chairman, President and Chief Executive Officer
                               1360 O'Brien Drive
                          Menlo Park, California 94025
          -----------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (650) 462-5900
              ---------------------------------------------------
                (Telephone Number, Including Area Code, of Agent
                                  For Service)

                                    Copy to:

                            Stephen C. Ferruolo, Esq.
                       Heller Ehrman White & McAuliffe LLP
                        4250 Executive Square, 7th Floor
                           La Jolla, California 92037
                            Telephone: (858) 450-8400
                            Facsimile: (858) 450-8499

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                   Proposed          Proposed
                                                                   Maximum           Maximum
                                                  Amount           Offering         Aggregate         Amount of
            Title of Securities                   to be             Price            Offering       Registration
              to be Registered                  Registered       per Share(1)         Price              Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, no par value, issuable          600,000            $3.25            $1,950,000      $487.50
   under Amended and Restated 1995 Stock
                Option Plan
====================================================================================================================
(1)  Estimated solely for the purpose of computing the amount of registration
     fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
     based on the average of the high and low prices of the Registrant's Common
     Stock reported on the American Stock Exchange on February 2, 2001.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are incorporated by
reference in this registration statement:

         (a)      The Registrant's Annual Report for the fiscal year ended
December 31, 1999 on Form 10SB-K, filed on March 30, 2000;

         (b)      The Registrant's Quarterly Report for the quarter ended
March 31, 2000 on Form 10-Q, filed on May 15, 2000;

         (c)      The Registrant's Quarterly Report for the quarter ended
June 30, 2000 on Form 10-Q filed on August 14, 2000;

         (d)      The Registrant's Quarterly Report for the quarter ended
September 30, 2000 on Form 10-Q filed on November 14, 2000;

         (e)      The Registrant's Current Report for the period ended
January 21, 2000 on Form 8-K filed on February 18, 2000;

         (f)      The description of the Common Stock of the registrant
contained in the Registrant's registration statement filed under the Exchange
Act registering such Common Stock under Section 12 of the Exchange Act; and

         (g)      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 securities then remaining unsold.

ITEM 4.    DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

         Julian N. Stern, the Secretary of the Company, is the owner of 83,333
shares of Common Stock of the Registrant and is the sole stockholder and
employee of a professional corporation that is a partner of Heller Ehrman White
& McAuliffe LLP.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to Section 204(a) and 317 of the California Corporations Code,
as amended, the Registrant has included in its articles of incorporation and
bylaws provisions regarding the indemnification of officers and directors of the
registrant. Article Four of Registrant's Amended and Restated Articles of
Incorporation provides as follows:

         "The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. This corporation is also authorized, to the fullest extent permissible
under California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code), whether by bylaw, agreement or otherwise, in
excess of the indemnification expressly permitted by Section 317 and to advance
defense expenses to its agents in connection with such matters as they are
incurred, subject to the limits on such excess indemnification set forth in
Section 204 of the California Corporations Code. If, after the effective date of

                                     II-1
this Article, California law is amended in a manner which permits a corporation
to limit the monetary or other liability of its directors or to authorize
indemnification of, or advancement of such defense expense to, its directors or
other persons, in any such case to a greater extent than is permitted on such
effective date, the references in this Article to "California law" shall to that
extent be deemed to refer to California law as so amended."

         Section 29 of the Registrant's Bylaws, as amended, provides as follows:

         "29.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) INDEMNIFICATION. To the fullest extent permissible under California
law, the corporation shall indemnify its directors and officers against all
expenses, judgment, fines, settlement and other amounts actually and reasonably
incurred by them in connection with any proceeding, including an action by or in
the right of the corporation, by reason of the fact that such person is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, officer, trustee, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans). To the fullest
extent permissible under California law, expenses incurred by a director or
officer seeking indemnification under this bylaw in defending any proceeding
shall be advanced by the corporation as they are incurred upon receipt by the
corporation of an undertaking by or on behalf of the director or officer to
repay such amount if it shall ultimately be determined that the director or
officer is not entitled to be indemnified by the corporation for those expenses.
If, after the effective date of this bylaw, California law is amended in a
manner which permits the corporation to authorize indemnification of or
advancement of expenses to its directors or officers, in any such case to a
greater extent than is permitted on such effective date, the references in this
bylaw to "California law" shall to that extent be deemed to refer to California
law as so amended. The rights granted by this bylaw are contractual in nature
and, as such, may not be altered with respect to any present or former director
or officer without the written consent of that person.

         (b) PROCEDURE. Upon written request to the Board of Directors by a
person seeking indemnification under this bylaw, the Board shall promptly
determine in accordance with Section 317(e) of the California Corporations Code
whether the applicable standard of conduct has been met and, if so, the Board
shall authorize indemnification. If the Board cannot authorize indemnification
because the number of directors who are parties to the proceeding with respect
to which indemnification is sought prevents the formation of a quorum of
directors who are not parties to the proceeding, then, upon written request by
the person seeking indemnification, independent legal counsel (by means of a
written opinion obtained at the corporation's expense) or the corporation's
shareholders shall determine whether the applicable standard of conduct has been
met and, if so, shall authorize indemnification.

         (c) DEFINITIONS. The term "proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative. The term "expenses" includes, without limitation, attorney's fees
and any expenses of establishing a right to indemnification."

         The Registrant has entered into indemnification agreements with each of
its current directors and officers pursuant to the foregoing provisions.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.    EXHIBITS

              5.1   Opinion of Heller Ehrman White & McAuliffe LLP

             10.1   Amended and Restated 1995 Stock Option Plan

             23.1   Consent of Ernst & Young LLP, Independent Auditors

                                     II-2
23.2   Consent of Heller Ehrman White & McAuliffe LLP (filed as
                    part of Exhibit 5.1)

             24.1   Power of Attorney (See page II-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;

                           (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 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 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

         B.       The undersigned Registrant hereby undertakes that, for
purposes of determining 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 that is incorporated by reference in the registration statement shall be
deemed 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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.

                                     II-3
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 Menlo Park, State of California, on this 5th day of
February, 2001.

                                              DEPOMED, INC.

                                              By: /s/ John W. Fara
                                                 -------------------------------
                                                 John W. Fara
                                                 Chairman, President and Chief
                                                 Executive Officer

                       POWER OF ATTORNEY TO SIGN AMENDMENT

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint John W. Fara and John F.
Hamilton with full power of substitution, such person's true and lawful
attorneys-in-fact and agents for such person in such person's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as he or
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.

                                     II-4
Signature                                        Capacity                                Date
--------------------------------------       ---------------------------------------------     ---------------------
/s/ John W. Fara
------------------------------               Chairman, President and Chief Executive           February 5, 2001
John W. Fara, Ph.D.                          Officer (Principal Executive Officer)

/s/ John N. Shell
------------------------------
John N. Shell                                Vice President, Operations and Director           February 5, 2001

/s/ John F. Hamilton
------------------------------
John F. Hamilton                             Vice President, Finance and Chief Financial       February 5, 2001
                                             Officer (Principal Accounting and Financial
                                             Officer)

/s/ John W. Shell
------------------------------
John W. Shell                                Director                                          February 5, 2001

/s/ G. Steven Burrill
------------------------------
G. Steven Burrill                            Director                                          February 5, 2001

/s/ W. Leigh Thompson
------------------------------
W. Leigh Thompson, M.D., Ph.D.               Director                                          February 5, 2001
II-5
INDEX TO EXHIBITS
Item
  No.                       Description of Item
-------  ----------------------------------------------------------------
5.1    Opinion of Heller Ehrman White & McAuliffe LLP

 10.1    Amended and Restated 1995 Stock Option Plan

 23.1    Consent of Ernst & Young LLP, Independent Auditors

 23.2    Consent of Heller Ehrman White & McAuliffe LLP (filed as part of
         Exhibit 5.1)

 24.1    Power of Attorney (See page II-4)