EXPLANATORY NOTE

          Penederm Incorporated, a California corporation
("Penederm California"), previously filed (i) a Registration
Statement on Form S-8 (No. 33-76100) on March 4, 1994, covering
1,018,714 shares issuable under Penederm California's Employee
Stock Option Plan, as amended, Consultant Stock Option Plan, as
amended, Equity Incentive Plan ("Incentive Plan") and 1994
Nonemployee Directors Stock Option Plan, (ii) a Registration
Statement on Form S-8 (No. 33-92884) on June 8, 1995, covering
50,000 shares issuable under Penederm California's Employee Stock
Purchase Plan ("Purchase Plan") and (iii) a Registration
Statement on Form S-8 (No. 333-14317) on October 17, 1996
covering 400,000 additional shares issuable under Penederm
California's Incentive Plan and 50,000 additional shares issuable
under Penederm California's Purchase Plan.  On August 1, 1997,
after Penederm California's reincorporation in Delaware, the new
corporation, Penederm Incorporated, a Delaware corporation
("Registrant"), filed Post-Effective Amendment No. 1 to the
Registration Statements on Form S-8 listed in the preceding
sentence, adopting those registration statements as its own
registration statements for all purposes of the Securities Act of
1933, as amended (the "Securities Act") and the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  This
Registration Statement on Form S-8 is filed pursuant to Rule 413
and the general instruction to Form S-8 entitled "Registration of
Additional Securities" and is made for the purpose of registering
an additional 450,000 shares of the same class of securities
previously filed under the above-referenced Registration
Statements, which are issuable under the Incentive Plan and the
Purchase Plan.


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

       The following documents filed or to be filed with the
Commission by the registrant are incorporated by reference in
this registration statement:

       (a)  Penederm California's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, filed pursuant to
Section 13 of the Exchange Act;

       (b)  Penederm California's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed pursuant to Section
13 of the Exchange Act; and

       (c)  The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-A filed 
pursuant to Section 12(g) of the Exchange Act and the
description of the Registrant's rights to purchase Common
Stock contained in the Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act, each
as amended by the Registrant's report on Form 8-K filed on
August 1, 1997.

       All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be 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

            Not applicable.

Item 6.     Indemnification of Directors and Officers

            Pursuant to the Delaware General Corporation Law, the
registrant has included in its certificate of incorporation
provisions regarding the indemnification of officers and
directors of the registrant.  Article TENTH of the Registrant's
Certificate of Incorporation provides as follows:

       "TENTH.

            A.  RIGHT TO INDEMNIFICATION

                Each person who was or is made a party or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or
she is or was a director, officer or employee of the corporation
or is or was serving at the request of the corporation as a
director or officer, employee or agent of another corporation, or
of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the corporation
to the fullest extent authorized or permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide
broader indemnification rights than that law permitted the
corporation to provide before the amendment) against all
expenses, liabilities and losses (including, without limitation,
attorneys' fees, judgments, fines, ERISA excise taxes and
penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith.  Such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators.  However, the corporation shall indemnify any
such person seeking indemnity in connection with an action, suit
or proceeding (or part thereof) initiated by that person only if
that action, suit or proceeding (or part thereof) was authorized
by the board of directors of the corporation.  The rights set
forth in this Article TENTH shall be contract rights and shall
include the right to be paid expenses incurred in defending any
such proceeding in advance of its final disposition.  However,
the payment of such expenses incurred by a director or officer of
the corporation in his or her capacity as a director or officer
(and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding shall be made
only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it should be determined ultimately that such director
or officer is not entitled to be so indemnified.

            B.  RIGHT OF CLAIMANT TO BRING SUIT

                If a claim under Paragraph A of this Article
TENTH is not paid in full by the corporation within 90 days after
a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim.  If
successful in whole or in part, the claimant shall be entitled to
be paid the expense of prosecuting that claim.  It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required
undertaking, if any, has been tendered to this corporation) that
the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
corporation to indemnify the claimant for the amount claimed.
However, the burden of proving such defense shall be on the
corporation.  Neither the failure of the corporation (including
its board of directors, independent legal counsel or its
stockholders) to have made a determination before the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the corporation
(including its board of directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.

            C.  NON-EXCLUSIVITY OF RIGHTS

                The rights conferred on any person by Paragraphs
A and B of this Article TENTH shall not be exclusive of any other
rights which such person may have or hereafter may acquire under
any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or of disinterested
directors, or otherwise.

            D.  EXPENSES AS A WITNESS

                To the extent that any director, officer or
employee of the corporation is by reason of such position, or a
position with another entity at the request of the corporation, a
witness in any action, suit or proceeding, he or she shall be
indemnified against all costs and expenses actually and
reasonably incurred by him or her on his or her behalf in
connection therewith.

            E.  INDEMNITY AGREEMENTS

                The corporation may enter into agreements with
any director, officer, employee or agent of the corporation or
any person who serves at the request of the corporation as a
director, officer, employee, or agent of another corporation or
other enterprise, providing for indemnification to the fullest
extent permissible under the Delaware General Corporation Law.

            F.  EFFECT OF REPEAL OR MODIFICATION

                Any repeal or modification of this Article TENTH
shall not adversely affect any right of indemnification of a
director, officer or employee of the corporation existing at the
time of such repeal or modification with respect to any action or
omission occurring before the repeal or modification.

            G.  SEPARABILITY

                Each and every paragraph, sentence, term and
provision of this Article TENTH is separate and distinct.  If any
paragraph, sentence, term or provision is held to be invalid or
unenforceable for any reason, such invalidity or unenforceability
shall not affect the validity or enforceability of any other such
paragraph, sentence, term or provision.  To the extent required
in order to make any such paragraph, sentence, term or provision
of this Article TENTH valid or enforceable, the corporation
shall, and the indemnitee or potential indemnitee may, request a
court of competent jurisdiction to modify the paragraph,
sentence, term or provision in order to preserve its validity and
provide the broadest possible indemnification permitted by
applicable law.

            H.  INSURANCE

                The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the corporation or another corporation, partnership,
joint venture, trust or other enterprise against any expense,
liability or loss of the type referred to in this Article TENTH,
whether or not the corporation would have the power to indemnify
such person against such expense, liability or loss under
applicable law."

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits

            5    Opinion of Heller Ehrman White & McAuliffe

            23.1 Consent of Ernst & Young LLP

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

            23.3 Consent of Heller Ehrman White & McAuliffe
                 (filed as part of Exhibit 5)

            24   Power of Attorney (see pages 8 and 9)

            99.1 Equity Incentive Plan

            99.2 Employee Stock Purchase Plan

Item 9.     Undertakings

       A.   The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.

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

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

       B.   The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.

       C.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.


                           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 Foster City, State of California, on this 1st day of
August, 1997.

                                             PENEDERM INCORPORATED

                                             By: /s/ Lloyd H. Malchow  
                                                 ______________________
                                                 Lloyd H. Malchow
                                                 Director, President and
                                                 Chief Executive Officer


      
              POWER OF ATTORNEY TO SIGN AMENDMENTS

          Each person whose signature appears below constitutes
and appoints Lloyd H. Malchow and Michael A. Bates, and each of
them, with full power of substitution and full power to act
without the other, such person's true and lawful attorneys-in-
fact and agents for such person in such person's name, place and
stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration
statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, 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 and about the premises in order to
effectuate the same as fully, to all intents and purposes, as
they or such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this registration statement on Form S-8 has been signed
below by the following persons in the capacities and on the dates
indicated.

 /s/ Lloyd H.Malchow            Director, President    August 1, 1997
______________________________  and Chief Executive
     Lloyd H. Malchow           Officer (Principal
                                Executive Officer)


 /s/ Robert F. Allnutt          Director              August 1, 1997
______________________________
    Robert F. Allnutt

                                                  
 /s/ William I. Bergman         Director              August 1, 1997
______________________________
    William I. Bergman

                                                  
 /s/ David E. Collins            Director              August 1, 1997
______________________________
     David E. Collins
                                                  
                                                  
 /s/ Mark J. Gabrielson           Director              August 1, 1997
______________________________
    Mark J. Gabrielson

                                                  
 /s/ Harvey S. Sadow, Ph.D.       Director              August 1, 1997
______________________________
Harvey S. Sadow, Ph.D.

                                                  
 /s/ Gerald D. Weinstein, M.D.    Director              August 1, 1997
______________________________
Gerald D. Weinstein, M.D.




                       Index to Exhibits


                                                            Sequentially
                                                            Numbered
Exhibit No.    Description of Exhibit                       Page


 5             Opinion of Heller Ehrman White & McAuliffe

 23.1          Consent of Ernst & Young LLP

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

 23.3          Consent of Heller Ehrman White & McAuliffe
               (See Exhibit 5)

 24            Power of Attorney (See pages 8 and 9)

 99.1          Equity Incentive Plan

 99.2          Employee Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19999}]
{"company-data": {"conformed-name": "PENEDERM INC", "cik": "0000858876", "assigned-sic": "2834", "irs-number": "770146116", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32689", "film-number": "97650330"}, "business-address": {"street1": "320 LAKESIDE DR", "street2": "SUITE A", "city": "FOSTER CITY", "state": "CA", "zip": "94404-1146", "phone": "4153580100"}, "mail-address": {"street1": "320 LAKESIDE DRIVE", "street2": "SUITE A", "city": "FOSTER CITY", "state": "CA", "zip": "94404-1146"}}
EXPLANATORY NOTE

          Penederm Incorporated, a California corporation
("Penederm California"), previously filed (i) a Registration
Statement on Form S-8 (No. 33-76100) on March 4, 1994, covering
1,018,714 shares issuable under Penederm California's Employee
Stock Option Plan, as amended, Consultant Stock Option Plan, as
amended, Equity Incentive Plan ("Incentive Plan") and 1994
Nonemployee Directors Stock Option Plan, (ii) a Registration
Statement on Form S-8 (No. 33-92884) on June 8, 1995, covering
50,000 shares issuable under Penederm California's Employee Stock
Purchase Plan ("Purchase Plan") and (iii) a Registration
Statement on Form S-8 (No. 333-14317) on October 17, 1996
covering 400,000 additional shares issuable under Penederm
California's Incentive Plan and 50,000 additional shares issuable
under Penederm California's Purchase Plan.  On August 1, 1997,
after Penederm California's reincorporation in Delaware, the new
corporation, Penederm Incorporated, a Delaware corporation
("Registrant"), filed Post-Effective Amendment No. 1 to the
Registration Statements on Form S-8 listed in the preceding
sentence, adopting those registration statements as its own
registration statements for all purposes of the Securities Act of
1933, as amended (the "Securities Act") and the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  This
Registration Statement on Form S-8 is filed pursuant to Rule 413
and the general instruction to Form S-8 entitled "Registration of
Additional Securities" and is made for the purpose of registering
an additional 450,000 shares of the same class of securities
previously filed under the above-referenced Registration
Statements, which are issuable under the Incentive Plan and the
Purchase Plan.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

       The following documents filed or to be filed with the
Commission by the registrant are incorporated by reference in
this registration statement:

       (a)  Penederm California's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, filed pursuant to
Section 13 of the Exchange Act;

       (b)  Penederm California's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed pursuant to Section
13 of the Exchange Act; and

       (c)  The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-A filed 
pursuant to Section 12(g) of the Exchange Act and the
description of the Registrant's rights to purchase Common
Stock contained in the Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act, each
as amended by the Registrant's report on Form 8-K filed on
August 1, 1997.

       All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be 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

            Not applicable.

Item 6.     Indemnification of Directors and Officers

            Pursuant to the Delaware General Corporation Law, the
registrant has included in its certificate of incorporation
provisions regarding the indemnification of officers and
directors of the registrant.  Article TENTH of the Registrant's
Certificate of Incorporation provides as follows:

       "TENTH.

            A.  RIGHT TO INDEMNIFICATION

                Each person who was or is made a party or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or
she is or was a director, officer or employee of the corporation
or is or was serving at the request of the corporation as a
director or officer, employee or agent of another corporation, or
of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the corporation
to the fullest extent authorized or permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide
broader indemnification rights than that law permitted the
corporation to provide before the amendment) against all
expenses, liabilities and losses (including, without limitation,
attorneys' fees, judgments, fines, ERISA excise taxes and
penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith.  Such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators.  However, the corporation shall indemnify any
such person seeking indemnity in connection with an action, suit
or proceeding (or part thereof) initiated by that person only if
that action, suit or proceeding (or part thereof) was authorized
by the board of directors of the corporation.  The rights set
forth in this Article TENTH shall be contract rights and shall
include the right to be paid expenses incurred in defending any
such proceeding in advance of its final disposition.  However,
the payment of such expenses incurred by a director or officer of
the corporation in his or her capacity as a director or officer
(and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding shall be made
only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it should be determined ultimately that such director
or officer is not entitled to be so indemnified.

            B.  RIGHT OF CLAIMANT TO BRING SUIT

                If a claim under Paragraph A of this Article
TENTH is not paid in full by the corporation within 90 days after
a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim.  If
successful in whole or in part, the claimant shall be entitled to
be paid the expense of prosecuting that claim.  It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required
undertaking, if any, has been tendered to this corporation) that
the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
corporation to indemnify the claimant for the amount claimed.
However, the burden of proving such defense shall be on the
corporation.  Neither the failure of the corporation (including
its board of directors, independent legal counsel or its
stockholders) to have made a determination before the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the corporation
(including its board of directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.

            C.  NON-EXCLUSIVITY OF RIGHTS

                The rights conferred on any person by Paragraphs
A and B of this Article TENTH shall not be exclusive of any other
rights which such person may have or hereafter may acquire under
any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or of disinterested
directors, or otherwise.

            D.  EXPENSES AS A WITNESS

                To the extent that any director, officer or
employee of the corporation is by reason of such position, or a
position with another entity at the request of the corporation, a
witness in any action, suit or proceeding, he or she shall be
indemnified against all costs and expenses actually and
reasonably incurred by him or her on his or her behalf in
connection therewith.

            E.  INDEMNITY AGREEMENTS

                The corporation may enter into agreements with
any director, officer, employee or agent of the corporation or
any person who serves at the request of the corporation as a
director, officer, employee, or agent of another corporation or
other enterprise, providing for indemnification to the fullest
extent permissible under the Delaware General Corporation Law.

            F.  EFFECT OF REPEAL OR MODIFICATION

                Any repeal or modification of this Article TENTH
shall not adversely affect any right of indemnification of a
director, officer or employee of the corporation existing at the
time of such repeal or modification with respect to any action or
omission occurring before the repeal or modification.

            G.  SEPARABILITY

                Each and every paragraph, sentence, term and
provision of this Article TENTH is separate and distinct.  If any
paragraph, sentence, term or provision is held to be invalid or
unenforceable for any reason, such invalidity or unenforceability
shall not affect the validity or enforceability of any other such
paragraph, sentence, term or provision.  To the extent required
in order to make any such paragraph, sentence, term or provision
of this Article TENTH valid or enforceable, the corporation
shall, and the indemnitee or potential indemnitee may, request a
court of competent jurisdiction to modify the paragraph,
sentence, term or provision in order to preserve its validity and
provide the broadest possible indemnification permitted by
applicable law.

            H.  INSURANCE

                The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the corporation or another corporation, partnership,
joint venture, trust or other enterprise against any expense,
liability or loss of the type referred to in this Article TENTH,
whether or not the corporation would have the power to indemnify
such person against such expense, liability or loss under
applicable law."

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits

            5    Opinion of Heller Ehrman White & McAuliffe

            23.1 Consent of Ernst & Young LLP

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

            23.3 Consent of Heller Ehrman White & McAuliffe
                 (filed as part of Exhibit 5)

            24   Power of Attorney (see pages 8 and 9)

            99.1 Equity Incentive Plan

            99.2 Employee Stock Purchase Plan

Item 9.     Undertakings

       A.   The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.

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

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

       B.   The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.

       C.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

                           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 Foster City, State of California, on this 1st day of
August, 1997.

                                             PENEDERM INCORPORATED

                                             By: /s/ Lloyd H. Malchow  
                                                 ______________________
                                                 Lloyd H. Malchow
                                                 Director, President and
                                                 Chief Executive Officer

      
              POWER OF ATTORNEY TO SIGN AMENDMENTS

          Each person whose signature appears below constitutes
and appoints Lloyd H. Malchow and Michael A. Bates, and each of
them, with full power of substitution and full power to act
without the other, such person's true and lawful attorneys-in-
fact and agents for such person in such person's name, place and
stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration
statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, 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 and about the premises in order to
effectuate the same as fully, to all intents and purposes, as
they or such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this registration statement on Form S-8 has been signed
below by the following persons in the capacities and on the dates
indicated.

 /s/ Lloyd H.Malchow            Director, President    August 1, 1997
______________________________  and Chief Executive
     Lloyd H. Malchow           Officer (Principal
                                Executive Officer)

 /s/ Robert F. Allnutt          Director              August 1, 1997
______________________________
    Robert F. Allnutt

                                                  
 /s/ William I. Bergman         Director              August 1, 1997
______________________________
    William I. Bergman

                                                  
 /s/ David E. Collins            Director              August 1, 1997
______________________________
     David E. Collins
                                                  
                                                  
 /s/ Mark J. Gabrielson           Director              August 1, 1997
______________________________
    Mark J. Gabrielson

                                                  
 /s/ Harvey S. Sadow, Ph.D.       Director              August 1, 1997
______________________________
Harvey S. Sadow, Ph.D.

                                                  
 /s/ Gerald D. Weinstein, M.D.    Director              August 1, 1997
______________________________
Gerald D. Weinstein, M.D.

                       Index to Exhibits

                                                            Sequentially
                                                            Numbered
Exhibit No.    Description of Exhibit                       Page

 5             Opinion of Heller Ehrman White & McAuliffe

 23.1          Consent of Ernst & Young LLP

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

 23.3          Consent of Heller Ehrman White & McAuliffe
               (See Exhibit 5)

 24            Power of Attorney (See pages 8 and 9)

 99.1          Equity Incentive Plan

 99.2          Employee Stock Purchase Plan