As Filed with the Securities and Exchange Commission on November  26, 1996

                                                  Registration No._______

=========================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                              __________________

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       AGOURON PHARMACEUTICALS, INC.

         (Exact name of registrant as specified in its charter)

           California                                  33-0061928
   (State or other jurisdiction                    (I.R.S. Employer
 of incorporation or organization)               Identification Number)

                        10350 North Torrey Pines Road
                         La Jolla, California  92037
                 (Address of Principal Executive Offices)

            AGOURON PHARMACEUTICALS, INC., 1996 STOCK OPTION PLAN
                             (Full title of plan)

                                 PETER JOHNSON
                          Agouron Pharmaceuticals, Inc.
                         10350 North Torrey Pines Road
                           La Jolla, California  92037
                                (619) 622-3000
       (Telephone number, including area code, of agent for service)

                      Calculation of Registration Fee

============================================================================

   Title of       Amount to       Proposed      Proposed       Amount of
  securities         be           Maximum       Maximum      Registration
    to be        registered(1)    offering      Aggregate        Fee
  registered                      price per     Offering 
                                  unit (2)      Price (2)
---------------------------------------------------------------------------

  Common          2,000,000       $49.375      $98,750,000    $29,924.25
 Stock No           Shares
 par Value

Options to        2,000,000         N/A            N/A           N/A
 Purchase   
 Common
  Stock

(1)     In addition, this Registration Statement also covers any additional 
        shares of Common Stock which become issuable under the Agouron 
        Pharmaceuticals, Inc. 1996 Stock Option Plan by reason of any 
        stock dividend, stock split, recapitalization or other similar 
        transaction effected without the receipt of consideration which 
        results in an increase in the number of the Registrant's 
        outstanding shares of Common Stock.

(2)     Calculated in accordance with Rule 457(h) under the Securities 
        Act of 1933. 

=========================================================================

[PAGE] 
                                    Part II

              Information Required in the Registration Statement


Item 3.  Incorporation of Documents by Reference.

     The following documents filed by AGOURON PHARMACEUTICALS, INC. (the 
"Company" or "Registrant") with the Securities and Exchange Commission are 
incorporated by reference in this Registration Statement:

     (1)     The Company's Annual Report on Form 10-K for the fiscal year 
             ended June 30, 1996.

     (2)     The Company's Quarterly Report on Form 10-Q for the quarter 
             ended September 30, 1996.

     (3)     The description of the Company's Common Stock contained in the 
Company's Form 8-A Registration Statement filed April 17, 1987, including any 
amendment or report filed for the purpose of updating such description, 
together with the Company's Form 8-A Registration Statement filed on November 
7, 1996, in which there is described the terms, rights and provisions 
applicable to the Company's outstanding Common Stock under the Rights 
Agreement dated as of November 7, 1996, between the Company and Chase Mellon 
Shareholder Services, L.L.C., including any amendment or report filed for the 
purpose of updating such description.

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


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Gary E. Friedman, Esq., who has provided the opinion to the Registrant 
on the validity of the securities being registered which is attached as 
Exhibit 5 to this Registration Statement, is Vice President, General Counsel 
and Secretary of the Registrant.


Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California General Corporation Law generally provides 
indemnification to officers and directors of the Company against expenses, 
judgments, fines and amounts paid in settlement under certain conditions and 
subject to certain limitations.

     Article VII of the articles of incorporation of the Company provides 
that liability of the directors of the Company for monetary damages shall be 
eliminated to the fullest extent permissible under California law.  Further, 
Article VIII of the articles of incorporation authorizes the Company to 
provide indemnification of agents (as defined 

                                       II-1
[PAGE] 

in Section 317) for breach of duty to the Company and its shareholders 
through bylaw provisions or through agreements with such agents, or both, in 
excess of the indemnification otherwise permitted by Section 317, subject to 
the limits on such excess indemnification set forth in Section 317.

     Section 3.15 of the bylaws of the Company authorizes the Company to 
indemnify any person who was or is a party, or is threatened to be made a 
party, to any proceeding (other than actions by or in the right of the 
Company to procure a judgment in its favor) by reason of the fact that such 
person is or was an agent of the Company, against expenses, judgments, fines, 
settlements and other amounts actually and reasonably incurred in connection 
with such proceeding if such person acted in good faith and in a manner such 
person reasonably believed to be in the best interests of the Company.  
Section 3.15 also authorizes the Company to indemnify any person who was or 
is a party, or is threatened to be made a party, to any threatened, pending 
or completed action by or in the right of the Company to procure a judgment 
in its favor by reason of the fact that such person is or was an agent of the 
Company, against expenses actually and reasonably incurred by such person in 
connection with the defense or settlement of such action if such person acted 
in good faith.

     Any indemnification under Section 3.15 is to be made by the Company only 
if authorized in the specific case upon determination that indemnification of 
the agent is proper in the circumstances because the agent has met the 
applicable standard of conduct required by Paragraphs 3.15.2 or 3.15.3 of the 
bylaws.

     Pursuant to authorization provided under the articles of incorporation 
and the bylaws, the Company has entered into indemnification agreements with 
each of its present directors.  The Company has also entered into similar 
agreements with certain of the Company's officers who are not directors.  
Generally, the indemnification agreements attempt to provide the maximum 
protection permitted by California law as it may be amended from time to 
time.  Moreover, the indemnification agreements provide for certain 
additional indemnification.  Under such additional indemnification 
provisions, however, an individual will not receive indemnification for 
judgments, settlements or expenses if he or she is found liable to the 
Company (except to the extent the court determines he or she is fairly and 
reasonably entitled to indemnity for expenses) for settlements not approved 
by the Company or for settlements and expenses if the settlement is not 
approved by the court.  The indemnification agreements provide for the 
Company to advance to the individual any and all reasonable expenses 
 (including legal fees and expenses) incurred in investigating or defending 
any such action, suit or proceeding.  In order to receive an advance of 
expenses, the individual must submit to the Company copies of invoices 
presented to him or her for such expenses.  Also, the individual must repay 
such advances upon a final judicial decision that he or she is not entitled 
to indemnification.

     Section 3.15 of the bylaws also provides that, in the event of a 
determination by the Board of Directors of the Company to purchase insurance 
for certain of its agents, the Company shall purchase and maintain insurance 
on behalf of any such agent against liability asserted against or incurred by 
the agent in such capacity or arising out of the agent's status, whether or 
not the Company would have the power to indemnify the agent against such 
liability under the provisions of Section 3.15.

     The Company has in effect directors and officers liability insurance 
policies which insure directors and officers of the Company.  Although the 
Company intends to renew the policies on or before their expiration date, 
there can be no assurance that the policies will be renewed on terms 
acceptable to the Company.  Under the policies, the directors 

                                       II-2
[PAGE] 

and officers of the Company are insured against loss arising from claims made 
against them due to wrongful acts while acting in their individual and 
collective capacities as directors and officers, subject to certain 
exclusions.  In addition, the policies insure the Company against losses for 
which its directors and officers are entitled to indemnification, subject to 
certain retentions payable by the Company.  The policies are "claims made" 
policies and provide coverage only for losses arising out of claims first 
made against the Company and reported to the insurer during the policy 
period.


Item 7.  Exemption from Registration Claimed.

     Not Applicable.


Item 8.  Exhibits.

4.1      Restated Articles of Incorporation dated October 20, 1990, 
         incorporated by reference to the Company's Form 10-Q for the 
         Quarter ended December 31, 1992.

4.2      Rights Agreement dated as of November 7, 1996, between the Company 
         and Chase Mellon Shareholder Services, L.L.C., which includes the 
         Certificate of Designation, Preferences and Rights of Series B 
         Participating Preferred Stock as Exhibit A, the Form of Rights 
         Certificate as Exhibit B and the Form of Summary of Rights as 
         Exhibit C, incorporated by reference to Exhibit 4.4 of the Company's 
         current report on Form 8-K dated November 7, 1996.

5        Opinion of Gary E. Friedman, Esq.

23.1     Consent of Price Waterhouse LLP.

23.2     Consent of Gary E. Friedman, Esq. (included in his opinion filed as 
         Exhibit 5).

24       Power of Attorney (contained on signature page of this Registration 
         Statement).

99.1     The Agouron Pharmaceuticals, Inc. 1996 Stock Option Plan.

99.2     Form of Notice of Grant.

99.3     Agouron Pharmaceuticals, Inc. 1996 Incentive Stock Option Agreement.

99.4     Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
         Agreement - Employee/Officer/Director.

99.5     Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
         Agreement - Consultant.


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:

                                       II-3
[PAGE] 

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

                     (ii)    to reflect in the prospectus any facts or events 
                     arising after the effective date of this Registration 
                     Statement (or the most recent post-effective amendment 
                     hereof) which, individually or in the aggregate, 
                     represent a fundamental change in the 
                     information set forth in this 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 paragraphs (a)(l)(i) and (a)(l)(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 Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in this Registration Statement.

             (2)     That, for the purpose of determining any liability under 
             the Securities Act of 1933, each such post-effective amendment 
             shall be deemed to be a new registration statement relating to 
             the securities offered therein, and the offering of such 
             securities at that time shall be deemed to be the initial bona 
             fide offering thereof. 

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

     (b)     The undersigned Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and each filing of the annual report of 
the Plan pursuant to Section 15(d) of the Securities Exchange Act of 1934) 
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.

     (c)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue. 

                                       II-4
[PAGE] 


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of San Diego, State of California, on 
November 26, 1996.



                                AGOURON PHARMACEUTICALS, INC.



November 26, 1996               By /s/ Peter Johnson
                                   ----------------------------------
                                   Peter Johnson
                                   President, Principal Executive Officer


November 26, 1996               By /s/ Steven S. Cowell
                                   ---------------------------------
                                   Steven S. Cowell
                                   Vice President, Finance, Chief Financial 
                                   Officer and Principal Accounting Officer

                                       II-5
[PAGE] 

                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Peter Johnson and Gary E. Friedman, or any of 
them, his true and lawful attorney-in-fact and agents, with full power of 
substitution and resubstitution, for him/her and in his/her name, place and 
stead, in any and all capacities, to sign any or all amendments to this 
Registration Statement, and to file the same, with all exhibits thereto, and 
under documents in connection therewith with the Securities and Exchange 
Commission, granting unto said attorney-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, as fully and to all intents 
and purposes as he/she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or their substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.



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


Signature                   Title                           Date

/s/ Peter Johnson           President, Principal           November 26, 1996
-------------------------   Executive Officer, and
 Peter Johnson              Director

/s/ Steven S. Cowell        Vice President, Finance, 
-------------------------   Chief Financial Officer and    November 26, 1996
 Steven S. Cowell           Principal Accounting Officer

/s/ Gary E. Friedman        Vice President and General     November 26, 1996
-------------------------   Counsel, Secretary and Director
Gary E. Friedman

/s/ John N. Abelson         Director                       November 26, 1996
------------------------
John N. Abelson

/s/ Patricia M. Cloherty    Director                       November 26, 1996
------------------------
Patricia M. Cloherty

/s/ A.E. Cohen              Director                       November 26, 1996
-----------------------
A.E. Cohen

/s/ Michael E. Herman       Director                       November 26, 1996
-----------------------
Michael E. Herman

/s/ Irving S. Johnson       Director                       November 26, 1996
-----------------------
Irving S. Johnson

/s/Antonie T. Knoppers      Director                       November 26, 1996
-----------------------
Antonie T. Knoppers

/s/ Melvin I. Simon         Director                       November 26, 1996
-----------------------
Melvin I. Simon

                                       II-6
[PAGE] 


                                 EXHIBIT INDEX


EXHIBIT                                                                Page

4.1     Restated Articles of Incorporation dated October 20, 1990,
        incorporated by reference to the Company's Form 10-Q 
        for the Quarter ended December 31, 1992.

4.2     Rights Agreement dated as of November 7, 1996, between
        the Company and Chase Mellon Shareholder Services, 
        L.L.C., which includes the Certificate of Designation, 
        Preferences and Rights of Series B Participating Preferred 
        Stock as Exhibit A, the Form of Rights Certificate as 
        Exhibit B and the Form of Summary of Rights as Exhibit C, 
        incorporated by reference to Exhibit 4.4 of the Company's
        current report on Form 8-K dated November 7, 1996.

5       Opinion of Gary E. Friedman, Esq.

23.1    Consent of Price Waterhouse LLP.

23.2    Consent of Gary E. Friedman, Esq. (included in his opinion filed as 
        Exhibit 5).

24      Power of Attorney (contained on signature page of this Registration 
        Statement).

99.1    The Agouron Pharmaceuticals, Inc. 1996 Stock Option Plan.

99.2    Form of Notice of Grant.

99.3    Agouron Pharmaceuticals, Inc. 1996 Incentive Stock Option Agreement.

99.4    Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
        Agreement - Employee/Officer/Director.

99.5    Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
        Agreement - Consultant.

                                       E-1
[PAGE]
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21298}]
{"company-data": {"conformed-name": "AGOURON PHARMACEUTICALS INC", "cik": "0000811210", "assigned-sic": "2834", "irs-number": "330061928", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16815", "film-number": "96672609"}, "business-address": {"street1": "10350 NORTH TORREY PINES ROAD, SUITE 100", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "6196223000"}, "mail-address": {"street1": "10350 NORTH TORREY PINES ROAD", "city": "LA JOLLA", "state": "CA", "zip": "92037"}}
As Filed with the Securities and Exchange Commission on November  26, 1996

                                                  Registration No._______

=========================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                              __________________

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       AGOURON PHARMACEUTICALS, INC.

         (Exact name of registrant as specified in its charter)

           California                                  33-0061928
   (State or other jurisdiction                    (I.R.S. Employer
 of incorporation or organization)               Identification Number)

                        10350 North Torrey Pines Road
                         La Jolla, California  92037
                 (Address of Principal Executive Offices)

            AGOURON PHARMACEUTICALS, INC., 1996 STOCK OPTION PLAN
                             (Full title of plan)

                                 PETER JOHNSON
                          Agouron Pharmaceuticals, Inc.
                         10350 North Torrey Pines Road
                           La Jolla, California  92037
                                (619) 622-3000
       (Telephone number, including area code, of agent for service)

                      Calculation of Registration Fee

============================================================================

   Title of       Amount to       Proposed      Proposed       Amount of
  securities         be           Maximum       Maximum      Registration
    to be        registered(1)    offering      Aggregate        Fee
  registered                      price per     Offering 
                                  unit (2)      Price (2)
---------------------------------------------------------------------------

  Common          2,000,000       $49.375      $98,750,000    $29,924.25
 Stock No           Shares
 par Value

Options to        2,000,000         N/A            N/A           N/A
 Purchase   
 Common
  Stock

(1)     In addition, this Registration Statement also covers any additional 
        shares of Common Stock which become issuable under the Agouron 
        Pharmaceuticals, Inc. 1996 Stock Option Plan by reason of any 
        stock dividend, stock split, recapitalization or other similar 
        transaction effected without the receipt of consideration which 
        results in an increase in the number of the Registrant's 
        outstanding shares of Common Stock.

(2)     Calculated in accordance with Rule 457(h) under the Securities 
        Act of 1933. 

=========================================================================

[PAGE] 
                                    Part II

              Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by AGOURON PHARMACEUTICALS, INC. (the 
"Company" or "Registrant") with the Securities and Exchange Commission are 
incorporated by reference in this Registration Statement:

     (1)     The Company's Annual Report on Form 10-K for the fiscal year 
             ended June 30, 1996.

     (2)     The Company's Quarterly Report on Form 10-Q for the quarter 
             ended September 30, 1996.

     (3)     The description of the Company's Common Stock contained in the 
Company's Form 8-A Registration Statement filed April 17, 1987, including any 
amendment or report filed for the purpose of updating such description, 
together with the Company's Form 8-A Registration Statement filed on November 
7, 1996, in which there is described the terms, rights and provisions 
applicable to the Company's outstanding Common Stock under the Rights 
Agreement dated as of November 7, 1996, between the Company and Chase Mellon 
Shareholder Services, L.L.C., including any amendment or report filed for the 
purpose of updating such description.

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Gary E. Friedman, Esq., who has provided the opinion to the Registrant 
on the validity of the securities being registered which is attached as 
Exhibit 5 to this Registration Statement, is Vice President, General Counsel 
and Secretary of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California General Corporation Law generally provides 
indemnification to officers and directors of the Company against expenses, 
judgments, fines and amounts paid in settlement under certain conditions and 
subject to certain limitations.

     Article VII of the articles of incorporation of the Company provides 
that liability of the directors of the Company for monetary damages shall be 
eliminated to the fullest extent permissible under California law.  Further, 
Article VIII of the articles of incorporation authorizes the Company to 
provide indemnification of agents (as defined 

                                       II-1
[PAGE] 

in Section 317) for breach of duty to the Company and its shareholders 
through bylaw provisions or through agreements with such agents, or both, in 
excess of the indemnification otherwise permitted by Section 317, subject to 
the limits on such excess indemnification set forth in Section 317.

     Section 3.15 of the bylaws of the Company authorizes the Company to 
indemnify any person who was or is a party, or is threatened to be made a 
party, to any proceeding (other than actions by or in the right of the 
Company to procure a judgment in its favor) by reason of the fact that such 
person is or was an agent of the Company, against expenses, judgments, fines, 
settlements and other amounts actually and reasonably incurred in connection 
with such proceeding if such person acted in good faith and in a manner such 
person reasonably believed to be in the best interests of the Company.  
Section 3.15 also authorizes the Company to indemnify any person who was or 
is a party, or is threatened to be made a party, to any threatened, pending 
or completed action by or in the right of the Company to procure a judgment 
in its favor by reason of the fact that such person is or was an agent of the 
Company, against expenses actually and reasonably incurred by such person in 
connection with the defense or settlement of such action if such person acted 
in good faith.

     Any indemnification under Section 3.15 is to be made by the Company only 
if authorized in the specific case upon determination that indemnification of 
the agent is proper in the circumstances because the agent has met the 
applicable standard of conduct required by Paragraphs 3.15.2 or 3.15.3 of the 
bylaws.

     Pursuant to authorization provided under the articles of incorporation 
and the bylaws, the Company has entered into indemnification agreements with 
each of its present directors.  The Company has also entered into similar 
agreements with certain of the Company's officers who are not directors.  
Generally, the indemnification agreements attempt to provide the maximum 
protection permitted by California law as it may be amended from time to 
time.  Moreover, the indemnification agreements provide for certain 
additional indemnification.  Under such additional indemnification 
provisions, however, an individual will not receive indemnification for 
judgments, settlements or expenses if he or she is found liable to the 
Company (except to the extent the court determines he or she is fairly and 
reasonably entitled to indemnity for expenses) for settlements not approved 
by the Company or for settlements and expenses if the settlement is not 
approved by the court.  The indemnification agreements provide for the 
Company to advance to the individual any and all reasonable expenses 
 (including legal fees and expenses) incurred in investigating or defending 
any such action, suit or proceeding.  In order to receive an advance of 
expenses, the individual must submit to the Company copies of invoices 
presented to him or her for such expenses.  Also, the individual must repay 
such advances upon a final judicial decision that he or she is not entitled 
to indemnification.

     Section 3.15 of the bylaws also provides that, in the event of a 
determination by the Board of Directors of the Company to purchase insurance 
for certain of its agents, the Company shall purchase and maintain insurance 
on behalf of any such agent against liability asserted against or incurred by 
the agent in such capacity or arising out of the agent's status, whether or 
not the Company would have the power to indemnify the agent against such 
liability under the provisions of Section 3.15.

     The Company has in effect directors and officers liability insurance 
policies which insure directors and officers of the Company.  Although the 
Company intends to renew the policies on or before their expiration date, 
there can be no assurance that the policies will be renewed on terms 
acceptable to the Company.  Under the policies, the directors 

                                       II-2
[PAGE] 

and officers of the Company are insured against loss arising from claims made 
against them due to wrongful acts while acting in their individual and 
collective capacities as directors and officers, subject to certain 
exclusions.  In addition, the policies insure the Company against losses for 
which its directors and officers are entitled to indemnification, subject to 
certain retentions payable by the Company.  The policies are "claims made" 
policies and provide coverage only for losses arising out of claims first 
made against the Company and reported to the insurer during the policy 
period.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

4.1      Restated Articles of Incorporation dated October 20, 1990, 
         incorporated by reference to the Company's Form 10-Q for the 
         Quarter ended December 31, 1992.

4.2      Rights Agreement dated as of November 7, 1996, between the Company 
         and Chase Mellon Shareholder Services, L.L.C., which includes the 
         Certificate of Designation, Preferences and Rights of Series B 
         Participating Preferred Stock as Exhibit A, the Form of Rights 
         Certificate as Exhibit B and the Form of Summary of Rights as 
         Exhibit C, incorporated by reference to Exhibit 4.4 of the Company's 
         current report on Form 8-K dated November 7, 1996.

5        Opinion of Gary E. Friedman, Esq.

23.1     Consent of Price Waterhouse LLP.

23.2     Consent of Gary E. Friedman, Esq. (included in his opinion filed as 
         Exhibit 5).

24       Power of Attorney (contained on signature page of this Registration 
         Statement).

99.1     The Agouron Pharmaceuticals, Inc. 1996 Stock Option Plan.

99.2     Form of Notice of Grant.

99.3     Agouron Pharmaceuticals, Inc. 1996 Incentive Stock Option Agreement.

99.4     Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
         Agreement - Employee/Officer/Director.

99.5     Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
         Agreement - Consultant.

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:

                                       II-3
[PAGE] 

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

                     (ii)    to reflect in the prospectus any facts or events 
                     arising after the effective date of this Registration 
                     Statement (or the most recent post-effective amendment 
                     hereof) which, individually or in the aggregate, 
                     represent a fundamental change in the 
                     information set forth in this 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 paragraphs (a)(l)(i) and (a)(l)(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 Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in this Registration Statement.

             (2)     That, for the purpose of determining any liability under 
             the Securities Act of 1933, each such post-effective amendment 
             shall be deemed to be a new registration statement relating to 
             the securities offered therein, and the offering of such 
             securities at that time shall be deemed to be the initial bona 
             fide offering thereof. 

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

     (b)     The undersigned Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and each filing of the annual report of 
the Plan pursuant to Section 15(d) of the Securities Exchange Act of 1934) 
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.

     (c)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue. 

                                       II-4
[PAGE] 

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of San Diego, State of California, on 
November 26, 1996.

                                AGOURON PHARMACEUTICALS, INC.

November 26, 1996               By /s/ Peter Johnson
                                   ----------------------------------
                                   Peter Johnson
                                   President, Principal Executive Officer

November 26, 1996               By /s/ Steven S. Cowell
                                   ---------------------------------
                                   Steven S. Cowell
                                   Vice President, Finance, Chief Financial 
                                   Officer and Principal Accounting Officer

                                       II-5
[PAGE] 

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Peter Johnson and Gary E. Friedman, or any of 
them, his true and lawful attorney-in-fact and agents, with full power of 
substitution and resubstitution, for him/her and in his/her name, place and 
stead, in any and all capacities, to sign any or all amendments to this 
Registration Statement, and to file the same, with all exhibits thereto, and 
under documents in connection therewith with the Securities and Exchange 
Commission, granting unto said attorney-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, as fully and to all intents 
and purposes as he/she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or their substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                   Title                           Date

/s/ Peter Johnson           President, Principal           November 26, 1996
-------------------------   Executive Officer, and
 Peter Johnson              Director

/s/ Steven S. Cowell        Vice President, Finance, 
-------------------------   Chief Financial Officer and    November 26, 1996
 Steven S. Cowell           Principal Accounting Officer

/s/ Gary E. Friedman        Vice President and General     November 26, 1996
-------------------------   Counsel, Secretary and Director
Gary E. Friedman

/s/ John N. Abelson         Director                       November 26, 1996
------------------------
John N. Abelson

/s/ Patricia M. Cloherty    Director                       November 26, 1996
------------------------
Patricia M. Cloherty

/s/ A.E. Cohen              Director                       November 26, 1996
-----------------------
A.E. Cohen

/s/ Michael E. Herman       Director                       November 26, 1996
-----------------------
Michael E. Herman

/s/ Irving S. Johnson       Director                       November 26, 1996
-----------------------
Irving S. Johnson

/s/Antonie T. Knoppers      Director                       November 26, 1996
-----------------------
Antonie T. Knoppers

/s/ Melvin I. Simon         Director                       November 26, 1996
-----------------------
Melvin I. Simon

                                       II-6
[PAGE] 

                                 EXHIBIT INDEX

EXHIBIT                                                                Page

4.1     Restated Articles of Incorporation dated October 20, 1990,
        incorporated by reference to the Company's Form 10-Q 
        for the Quarter ended December 31, 1992.

4.2     Rights Agreement dated as of November 7, 1996, between
        the Company and Chase Mellon Shareholder Services, 
        L.L.C., which includes the Certificate of Designation, 
        Preferences and Rights of Series B Participating Preferred 
        Stock as Exhibit A, the Form of Rights Certificate as 
        Exhibit B and the Form of Summary of Rights as Exhibit C, 
        incorporated by reference to Exhibit 4.4 of the Company's
        current report on Form 8-K dated November 7, 1996.

5       Opinion of Gary E. Friedman, Esq.

23.1    Consent of Price Waterhouse LLP.

23.2    Consent of Gary E. Friedman, Esq. (included in his opinion filed as 
        Exhibit 5).

24      Power of Attorney (contained on signature page of this Registration 
        Statement).

99.1    The Agouron Pharmaceuticals, Inc. 1996 Stock Option Plan.

99.2    Form of Notice of Grant.

99.3    Agouron Pharmaceuticals, Inc. 1996 Incentive Stock Option Agreement.

99.4    Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
        Agreement - Employee/Officer/Director.

99.5    Agouron Pharmaceuticals, Inc. 1996 Non-Statutory Stock Option 
        Agreement - Consultant.

                                       E-1
[PAGE]