As filed with the Securities and Exchange Commission on June 8, 1998
                                                  Registration No. 33-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

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

                                   Scios Inc.
             (Exact name of registrant as specified in its charter)
                               ------------------
           Delaware                                       95-3701481
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)
                               ------------------

                              2450 Bayshore Parkway
                             Mountain View, CA 94043
                    (Address of Principal Executive Offices)
                               ------------------

                  Scios Inc. 1996 Non-Officer Stock Option Plan
                            (Full title of the plans)
                               ------------------

                              John H. Newman, Esq.
              Senior Vice President, General Counsel and Secretary
                                   Scios Inc.
                              2450 Bayshore Parkway
                             Mountain View, CA 94043
                                 (650) 966-1550
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                               ------------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                                       Proposed
      Title of                  Proposed                Maximum
  Securities to be          Maximum Amount to       Offering Price            Aggregate              Amount of
     Registered               be Registered          Per Share(1)         Offering Price(1)     Registration Fee(2)
======================== ====================== ====================== ====================== ======================
<S>                      <C>                    <C>                    <C>                    <C> 
Common Stock
(par value $.001)                 800,000               $9.1875             $7,350,000.00            $2,168.25
======================== ====================== ====================== ====================== ======================
<FN>
(1)  Pursuant to Rule 457(h)  under the  Securities  Act of 1933,  the  offering
     price per share and aggregate  offering price are based upon the average of
     the high and low prices of the Registrant's Common Stock as reported on the
     Nasdaq  National  Market  for June 2, 1998 for shares  reserved  for future
     grant pursuant to the 1996 Non-Officer Stock Option Plan.
(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     Registration  Fee based upon the  average of the high and low prices of the
     Registrant's  Common  Stock as reported on the Nasdaq  National  Market for
     June 2, 1998.
</FN>
</TABLE>
<PAGE>

        INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS
        ON FORM S-8, FILE NO. 333-35201.

         The  contents  of  Registration   Statements  on  Form  S-8,  File  No.
333-35201,  filed with the  Securities  and Exchange  Commission on September 9,
1997 are  incorporated by reference  herein with such  modifications  as are set
forth below.



                                    EXHIBITS

Exhibit
Number

5.1          Opinion of John H. Newman, Senior Vice President,  General  Counsel
             and Secretary of the Registrant, as to the legality of shares being
             registered.

23.1         Consent of Coopers & Lybrand L.L.P.

23.2         Consent of John H. Newman. Reference is made to Exhibit 5.1 of this
             Registration Statement.

24.1         Power of Attorney. Reference is made to page 3 of this Registration
             Statement.



<PAGE>




                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  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 Mountain View, State of
California, on June 5, 1998.

                                                 SCIOS INC.


                                                 By:  /s/ Richard L. Casey
                                                    __________________________
                                                    Richard L. Casey
                                                    Chairman of the Board and
                                                    Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints John H. Newman and Richard L. Casey, and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  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 dates indicated.

Signature                       Title                               Date


  /s/ Richard L. Casey          Chairman of the Board and           June 5, 1998
(Richard L. Casey)              Chief Executive Officer


  /s/ David Southern            Controller                          June 5, 1998
(David Southern)                (Principal Accounting
                                 Officer)

  /s/ Samuel H. Armacost        Director                            June 5, 1998
(Samuel H. Armacost)


  /s/ Myron Du Bain             Director                            June 5, 1998
(Myron Du Bain)


  /s/ Donald B. Rice            Director                            June 5, 1998
(Donald B. Rice, Ph.D.)


  /s/ Charles A. Sanders        Director                            June 5, 1998
(Charles A. Sanders, M.D.)


  /s/ Robert W. Schrier         Director                            June 5, 1998
(Robert W. Schrier, M.D.)


  /s/ Solomon H. Snyder         Director                            June 5, 1998
(Solomon H. Snyder, M.D.)


  /s/ Burton E. Sobel           Director                            June 5, 1998
(Burton E. Sobel, M.D.)


  /s/ Eugene L. Step            Director                            June 5, 1998
(Eugene L. Step)


<PAGE>


                                  EXHIBIT INDEX

    Exhibit
    Number       Description

      5.1        Opinion  of  John H. Newman, Senior  Vice  President,  General 
                 Counsel and Secretary of the Registrant, as to the legality of 
                 shares being registered.
     23.1        Consent of Coopers & Lybrand L.L.P.
     23.2        Consent of John H. Newman. Reference is made to Exhibit 5.1 of 
                 this Registration Statement.
     24.1        Power of Attorney.  Reference is made to page 3 of this 
                 Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8527}]
{"company-data": {"conformed-name": "SCIOS INC", "cik": "0000726512", "assigned-sic": "5122", "irs-number": "953701481", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56269", "film-number": "98643702"}, "business-address": {"street1": "2450 BAYSHORE PKWY", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4159661550"}, "mail-address": {"street1": "2450 BAYSHORE PARKWAY", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}, "former-company": [{"former-conformed-name": "SCIOS INC", "date-changed": "19920703"}, {"former-conformed-name": "CALIFORNIA BIOTECHNOLOGY INC", "date-changed": "19920302"}]}
As filed with the Securities and Exchange Commission on June 8, 1998
                                                  Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

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

                                   Scios Inc.
             (Exact name of registrant as specified in its charter)
                               ------------------
           Delaware                                       95-3701481
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)
                               ------------------

                              2450 Bayshore Parkway
                             Mountain View, CA 94043
                    (Address of Principal Executive Offices)
                               ------------------

                  Scios Inc. 1996 Non-Officer Stock Option Plan
                            (Full title of the plans)
                               ------------------

                              John H. Newman, Esq.
              Senior Vice President, General Counsel and Secretary
                                   Scios Inc.
                              2450 Bayshore Parkway
                             Mountain View, CA 94043
                                 (650) 966-1550
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                               ------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                                                       Proposed
      Title of                  Proposed                Maximum
  Securities to be          Maximum Amount to       Offering Price            Aggregate              Amount of
     Registered               be Registered          Per Share(1)         Offering Price(1)     Registration Fee(2)
======================== ====================== ====================== ====================== ======================
Common Stock
(par value $.001)                 800,000               $9.1875             $7,350,000.00            $2,168.25
======================== ====================== ====================== ====================== ======================
(1)  Pursuant to Rule 457(h)  under the  Securities  Act of 1933,  the  offering
     price per share and aggregate  offering price are based upon the average of
     the high and low prices of the Registrant's Common Stock as reported on the
     Nasdaq  National  Market  for June 2, 1998 for shares  reserved  for future
     grant pursuant to the 1996 Non-Officer Stock Option Plan.
(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     Registration  Fee based upon the  average of the high and low prices of the
     Registrant's  Common  Stock as reported on the Nasdaq  National  Market for
     June 2, 1998.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS
        ON FORM S-8, FILE NO. 333-35201.

         The  contents  of  Registration   Statements  on  Form  S-8,  File  No.
333-35201,  filed with the  Securities  and Exchange  Commission on September 9,
1997 are  incorporated by reference  herein with such  modifications  as are set
forth below.

                                    EXHIBITS

Exhibit
Number

5.1          Opinion of John H. Newman, Senior Vice President,  General  Counsel
             and Secretary of the Registrant, as to the legality of shares being
             registered.

23.1         Consent of Coopers & Lybrand L.L.P.

23.2         Consent of John H. Newman. Reference is made to Exhibit 5.1 of this
             Registration Statement.

24.1         Power of Attorney. Reference is made to page 3 of this Registration
             Statement.
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  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 Mountain View, State of
California, on June 5, 1998.

                                                 SCIOS INC.

                                                 By:  /s/ Richard L. Casey
                                                    __________________________
                                                    Richard L. Casey
                                                    Chairman of the Board and
                                                    Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints John H. Newman and Richard L. Casey, and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  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 dates indicated.

Signature                       Title                               Date

  /s/ Richard L. Casey          Chairman of the Board and           June 5, 1998
(Richard L. Casey)              Chief Executive Officer

  /s/ David Southern            Controller                          June 5, 1998
(David Southern)                (Principal Accounting
                                 Officer)

  /s/ Samuel H. Armacost        Director                            June 5, 1998
(Samuel H. Armacost)

  /s/ Myron Du Bain             Director                            June 5, 1998
(Myron Du Bain)

  /s/ Donald B. Rice            Director                            June 5, 1998
(Donald B. Rice, Ph.D.)

  /s/ Charles A. Sanders        Director                            June 5, 1998
(Charles A. Sanders, M.D.)

  /s/ Robert W. Schrier         Director                            June 5, 1998
(Robert W. Schrier, M.D.)

  /s/ Solomon H. Snyder         Director                            June 5, 1998
(Solomon H. Snyder, M.D.)

  /s/ Burton E. Sobel           Director                            June 5, 1998
(Burton E. Sobel, M.D.)

  /s/ Eugene L. Step            Director                            June 5, 1998
(Eugene L. Step)
EXHIBIT INDEX

    Exhibit
    Number       Description

      5.1        Opinion  of  John H. Newman, Senior  Vice  President,  General 
                 Counsel and Secretary of the Registrant, as to the legality of 
                 shares being registered.
     23.1        Consent of Coopers & Lybrand L.L.P.
     23.2        Consent of John H. Newman. Reference is made to Exhibit 5.1 of 
                 this Registration Statement.
     24.1        Power of Attorney.  Reference is made to page 3 of this 
                 Registration Statement.