As filed with the Securities and Exchange Commission on August 17, 2000
                              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 Company 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 Company's principal executive offices)

                        AMENDED 1992 INCENTIVE STOCK PLAN
                    AMENDED 1996 EMPLOYEE STOCK PURCHASE PLAN
                        AMENDED 1996 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                                  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:
                              John M. Newell, Esq.
                                Latham & Watkins
                        505 Montgomery Street, Suite 1900
                             San Francisco, CA 94111
                                 (415) 391-0600

                                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed      Proposed
                          Amount of      Maximum       Maximum
Title of Each Class        Shares        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.....  1,150,000     $ 32.65625   $ 37,554,688    $  9,915
================================================================================

1.   Estimated  solely for purposes of computing  the  registration  fee for the
     1,150,000 additional 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 August 16, 2000.

<PAGE>


                             INTRODUCTORY STATEMENT

              On May 24, 2000, the stockholders of Neurocrine Biosciences, Inc.,
a Delaware corporation (the "Company"),  approved an additional 1,150,000 shares
of the Company's Common Stock, par value of $0.001,  for the following:  750,000
shares for the Amended 1992 Incentive Stock Plan, 300,000 shares for the Amended
1996  Employee  Stock  Purchase  Plan and 100,000  shares for the  Amended  1996
Director Option Plan  (collectively the "Plans").  The Company  previously filed
Registration  Statements  on Form S-8 on October 21, 1996 (File No.  333-14589),
July 22,  1997 (File no.  333-31791),  June 26,  1998 (File No.  333-57875)  and
September 15, 1999 (File No. 333-87127) to register 3,300,000,  800,000, 700,000
and  600,000  shares  under  the  Plans,  respectively.  The  contents  of  such
Registration Statements are incorporated herein by reference.


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.       PLAN INFORMATION.

         The  Registrant  will  send  or  give  the  documents   containing  the
information specified in this Item 1 to employees, officers, directors or others
as specified by Rule 428(b)(1).  In accordance with the rules and regulations of
the Securities and Exchange  Commission (the  "Commission") and the instructions
to Form S-8, the  Registrant is not filing such  documents  with the  Commission
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The  Registrant  will  send  or  give  the  documents   containing  the
information specified in this Item 2 to employees, officers, directors or others
as specified by Rule 428(b)(1).  In accordance with the rules and regulations of
the  Commission and the  instructions  to Form S-8, the Registrant is not filing
such documents with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.


                                     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 the Company,  are  incorporated  by reference in this
Registration Statement.

(a)      The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
         December 31, 1999;

(b)      The Company's  Quarterly  Report on Form 10-Q for the quarterly  period
         ended June 30, 2000; and

(c)      Current Report on Form 8-K dated April 6, 2000.


                                   Page II-1
<PAGE>


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

(e)      The description of the Registrant's  Common Stock which is contained in
         items 1 and 2 of its  Registration  Statement on Form 8-A filed on June
         16, 1997, pursuant to Section 12(g) of the Exchange Act.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (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,  or (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  Restated  Articles 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.

                                   Page II-2
<PAGE>



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 Lock-Up Agreement (1)

4.2      Form of Common Stock Certificate (1)

4.3      Form of Warrant issued to existing warrant holders (1)

4.4      Form of Series A Warrant issued in connection with the execution by the
         Company of the Unit Purchase  Agreement,  dated January 19, 1996 by and
         between  the  Company,  Neuroscience  Pharma,  Inc.  and the  investors
         signatory thereto (1)

4.5      New Registration  Rights  Agreement,  dated March 29, 1996 by and among
         the Company and the investors signatory thereto (1)

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 Company hereby undertakes:

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

                  (2) That, for purposes 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  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

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

                                   Page II-3

<PAGE>
         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to the Delaware  General  Corporation Law, the Restated
Articles  of  Incorporation  or  the  Bylaws  of  the  Company,  Indemnification
Agreements  entered into between the Company and its officers and directors,  or
otherwise,  the  Company  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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 hereunder, the Company 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 II-4
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 17th day
of August 2000.

                              NEUROCRINE BIOSCIENCES, INC.


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


                                   Page II-5
<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 of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


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


/s/ Gary A. Lyons       President, Chief Executive Officer and   August 17, 2000
---------------------   Director (Principal Executive Officer)
Gary A. Lyons


/s/ Paul W. Hawran      Chief Financial Officer                  August 17, 2000
---------------------   (Principal Financing and Accounting Officer)
Paul W. Hawran


/s/ Joseph A. Mollica   Chairman of the Board of Directors       August 17, 2000
---------------------
Joseph A. Mollica


/s/ Richard F. Pops     Director                                 August 17, 2000
---------------------
Richard F. Pops


/s/ Wylie W. Vale       Director                                 August 17, 2000
---------------------
Wylie W. Vale


/s/ Stephen A. Sherwin    Director                               August 17, 2000
-------------------------
Stephen A. Sherwin

                                   Page II-6
<PAGE>



                                INDEX TO EXHIBITS



       Exhibit
       Number     Document
       -------    -------------------------------------------------------------
         4.1      Form of Lock-Up Agreement (1)

         4.2      Form of Common Stock Certificate (1)

         4.3      Form of Warrant issued to existing warrant holders (1)

         4.4      Form of  Series  A  Warrant  issued  in  connection  with  the
                  execution by the Company of the Unit Purchase Agreement, dated
                  January  19, 1996 by and  between  the  Company,  Neuroscience
                  Pharma, Inc. and the investors signatory thereto (1)

         4.5      New Registration Rights Agreement, dated March 29, 1996 by and
                  among the Company and the investors signatory thereto (1)

         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 II-7
<PAGE>
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{"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": "333-44012", "film-number": "704992"}, "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 August 17, 2000
                              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 Company 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 Company's principal executive offices)

                        AMENDED 1992 INCENTIVE STOCK PLAN
                    AMENDED 1996 EMPLOYEE STOCK PURCHASE PLAN
                        AMENDED 1996 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                                  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:
                              John M. Newell, Esq.
                                Latham & Watkins
                        505 Montgomery Street, Suite 1900
                             San Francisco, CA 94111
                                 (415) 391-0600

                                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed      Proposed
                          Amount of      Maximum       Maximum
Title of Each Class        Shares        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.....  1,150,000     $ 32.65625   $ 37,554,688    $  9,915
================================================================================

1.   Estimated  solely for purposes of computing  the  registration  fee for the
     1,150,000 additional 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 August 16, 2000.
INTRODUCTORY STATEMENT

              On May 24, 2000, the stockholders of Neurocrine Biosciences, Inc.,
a Delaware corporation (the "Company"),  approved an additional 1,150,000 shares
of the Company's Common Stock, par value of $0.001,  for the following:  750,000
shares for the Amended 1992 Incentive Stock Plan, 300,000 shares for the Amended
1996  Employee  Stock  Purchase  Plan and 100,000  shares for the  Amended  1996
Director Option Plan  (collectively the "Plans").  The Company  previously filed
Registration  Statements  on Form S-8 on October 21, 1996 (File No.  333-14589),
July 22,  1997 (File no.  333-31791),  June 26,  1998 (File No.  333-57875)  and
September 15, 1999 (File No. 333-87127) to register 3,300,000,  800,000, 700,000
and  600,000  shares  under  the  Plans,  respectively.  The  contents  of  such
Registration Statements are incorporated herein by reference.

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.       PLAN INFORMATION.

         The  Registrant  will  send  or  give  the  documents   containing  the
information specified in this Item 1 to employees, officers, directors or others
as specified by Rule 428(b)(1).  In accordance with the rules and regulations of
the Securities and Exchange  Commission (the  "Commission") and the instructions
to Form S-8, the  Registrant is not filing such  documents  with the  Commission
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The  Registrant  will  send  or  give  the  documents   containing  the
information specified in this Item 2 to employees, officers, directors or others
as specified by Rule 428(b)(1).  In accordance with the rules and regulations of
the  Commission and the  instructions  to Form S-8, the Registrant is not filing
such documents with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.

                                     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 the Company,  are  incorporated  by reference in this
Registration Statement.

(a)      The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
         December 31, 1999;

(b)      The Company's  Quarterly  Report on Form 10-Q for the quarterly  period
         ended June 30, 2000; and

(c)      Current Report on Form 8-K dated April 6, 2000.

                                   Page II-1
(d)      The Company's  definitive proxy statement dated April 27, 2000 filed in
         connection with its May 24, 2000 Annual Meeting of Stockholders;

(e)      The description of the Registrant's  Common Stock which is contained in
         items 1 and 2 of its  Registration  Statement on Form 8-A filed on June
         16, 1997, pursuant to Section 12(g) of the Exchange Act.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (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,  or (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  Restated  Articles 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.

                                   Page II-2
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 Lock-Up Agreement (1)

4.2      Form of Common Stock Certificate (1)

4.3      Form of Warrant issued to existing warrant holders (1)

4.4      Form of Series A Warrant issued in connection with the execution by the
         Company of the Unit Purchase  Agreement,  dated January 19, 1996 by and
         between  the  Company,  Neuroscience  Pharma,  Inc.  and the  investors
         signatory thereto (1)

4.5      New Registration  Rights  Agreement,  dated March 29, 1996 by and among
         the Company and the investors signatory thereto (1)

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 Company hereby undertakes:

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

                  (2) That, for purposes 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  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

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

                                   Page II-3
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company  pursuant to the Delaware  General  Corporation Law, the Restated
Articles  of  Incorporation  or  the  Bylaws  of  the  Company,  Indemnification
Agreements  entered into between the Company and its officers and directors,  or
otherwise,  the  Company  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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 hereunder, the Company 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 II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 17th day
of August 2000.

                              NEUROCRINE BIOSCIENCES, INC.

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

                                   Page II-5
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 of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/ Gary A. Lyons       President, Chief Executive Officer and   August 17, 2000
---------------------   Director (Principal Executive Officer)
Gary A. Lyons

/s/ Paul W. Hawran      Chief Financial Officer                  August 17, 2000
---------------------   (Principal Financing and Accounting Officer)
Paul W. Hawran

/s/ Joseph A. Mollica   Chairman of the Board of Directors       August 17, 2000
---------------------
Joseph A. Mollica

/s/ Richard F. Pops     Director                                 August 17, 2000
---------------------
Richard F. Pops

/s/ Wylie W. Vale       Director                                 August 17, 2000
---------------------
Wylie W. Vale

/s/ Stephen A. Sherwin    Director                               August 17, 2000
-------------------------
Stephen A. Sherwin

                                   Page II-6
INDEX TO EXHIBITS

       Exhibit
       Number     Document
       -------    -------------------------------------------------------------
         4.1      Form of Lock-Up Agreement (1)

         4.2      Form of Common Stock Certificate (1)

         4.3      Form of Warrant issued to existing warrant holders (1)

         4.4      Form of  Series  A  Warrant  issued  in  connection  with  the
                  execution by the Company of the Unit Purchase Agreement, dated
                  January  19, 1996 by and  between  the  Company,  Neuroscience
                  Pharma, Inc. and the investors signatory thereto (1)

         4.5      New Registration Rights Agreement, dated March 29, 1996 by and
                  among the Company and the investors signatory thereto (1)

         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 II-7