As filed with the Securities and Exchange Commission on September 9, 1997
                                                      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
                      Scios Inc. 1992 Equity Incentive Plan
                            (Full title of the plans)
                               ------------------

                              John H. Newman, Esq.
                  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)              2,200,000              $7.09375              $15,606,250             $4,729.17
======================== ====================== ====================== ====================== ======================
<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 September 5, 1997 for shares reserved for future
     grant pursuant to the 1992 Equity Incentive Plan (1,500,000 shares) and the
     1996 Non-Officer Stock Option Plan (700,000 shares).
(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
     September 5, 1997.
</FN>
</TABLE>



<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The following  documents  filed by Scios Inc. (the  "Company") with the
Securities  and Exchange  Commission  are  incorporated  by reference  into this
Registration Statement:

         1. The Company's  latest  annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the  Securities  Act of 1933,  as amended  (the  "Act"),  that
contains audited  financial  statements for the Company's latest fiscal year for
which  such  statements  have  been  filed,  or  (2)  the  Company's   effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         2. All other reports filed  pursuant to Sections  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         3. The description of the Company's  Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
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
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.



                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation Law the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act. The  Company's  Bylaws  require the Company to indemnify  its directors and
executive  officers  and may  indemnify  its other  officers  to the full extent
permitted by law. The Company  believes  that  indemnification  under its Bylaws
covers at least negligence and gross  negligence by officers and directors,  and
requires the Company to advance  litigation  expenses in the case of stockholder
derivative  actions or other  actions,  against an undertaking by the officer or
director to repay such advances if it is ultimately  determined that the officer
or director is not entitled to indemnification.  The Bylaws further provide that
rights  conferred  under such Bylaws  shall not be deemed to be exclusive of any
other right such persons may have or acquire under any statute, provision of any
Certificate  of   Incorporation,   Bylaw,   agreement,   vote  of  stockholders,
disinterested directors or otherwise.

         In  addition,  the  Company's  Restated  Certificate  of  Incorporation
provides that,  pursuant to Delaware law, its directors  shall not be liable for
monetary  damages  for breach of the  directors'  fiduciary  duty of care to the
Company and its stockholders. This provision in the Certificate of Incorporation
does not eliminate the duty of care, and in appropriate  circumstances equitable
remedies such as injunctive  or other forms of  non-monetary  relief will remain
available  under  Delaware  law. In addition,  each director will continue to be
subject  to  liability  for  breach of the  director's  duty of  loyalty  to the
Company,  for  acts or  omissions  not in good  faith or  involving  intentional
misconduct,  for knowing  violations  of law,  for  actions  leading to improper
personal  benefit to the  director,  and for payment of dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive  officers.  The Company currently has a policy providing
directors and officers liability  insurance which insures directors and officers
of the Company in certain  circumstances.  The policy  also  insures the Company
against  losses  as  to  which  its  directors  and  officers  are  entitled  to
indemnification.



                                    EXHIBITS

Exhibit
Number

4.1          Restated  Certificate of  Incorporation  of Scios Inc..  (Filed as
             an exhibit to Annual Report on Form 10-K for fiscal year 1994 and
             incorporated herein by reference.)

4.2          Restated  Bylaws of Scios  Inc..  (Filed as an exhibit to Form S-4
             Registration  Statement  (File No. 33-49846) filed on July 22, 1992
             and incorporated herein by reference.)

5.1          Opinion of John H. Newman,  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 5 of this Registration
             Statement.

99.1         1992 Equity Incentive Plan, as amended.  (Filed as Exhibit 10.11 to
             Quarterly  Report on Form 10-Q for the quarter ended June 10, 1997,
             filed August 14, 1997, and incorporated herein by reference.)

99.2         1996 Non-Officer Stock Option Plan.

99.3         Forms of option  agreements for 1992 Equity  Incentive Plan (Filed
             as an Exhibit to the  Registration Statement on Form S-8 (Reg. No.
             33-51590) and incorporated herein by reference).

99.4         Form of option agreement for 1996 Non-Officer Stock Option Plan.



                                  UNDERTAKINGS

      1.      The undersigned registrant hereby undertakes:

              (a) 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 end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Commission  pursuant to Rule 424(b) ('230.424(b) of this chapter)
if, in the aggregate,  the changes in volume and price  represent no more than a
20% 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 1(a)(i) and 1(a)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to section 13 or
section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

              (b) 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  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (c) 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.

         2. 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 Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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



<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 September 9, 1997.

                                   SCIOS INC.

                                   /s/ Richard L. Casey
                                   By ___________________________
                                      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         September 9, 1997
(Richard L. Casey)           Chief Executive Officer (Acting
                             Chief Financial Officer)


/s/ David Southern           Controller                        September 9, 1997
(David Southern)             (Acting Principal
                             Accounting Officer)


/s/ Samuel H. Armacost       Director                          September 9, 1997
(Samuel H. Armacost)


/s/ Myron Du Bain            Director                          September 9, 1997
(Myron Du Bain)


                             Director                          September _, 1997
(Donald B. Rice, Ph.D.)


/s/ Robert W. Schrier, M.D.  Director                          September 9, 1997
(Robert W. Schrier, M.D.)


/s/ Solomon H. Snyder, M.D.  Director                          September 9, 1997
(Solomon H. Snyder, M.D.)


/s/ Burton E. Sobel, M.D.    Director                          September 9, 1997
(Burton E. Sobel, M.D.)


/s/ Eugene L. Step           Director                          September 9, 1997
(Eugene L. Step)


<PAGE>




                                  EXHIBIT INDEX

    Exhibit
    Number       Description

      4.1        Restated Certificate of Incorporation of Scios Inc.  (Filed as
                 an exhibit to Annual Report on Form 10-K for fiscal year 1994
                 and incorporated herein by reference.)
      4.2        Restated Bylaws of Scios Inc. (Filed as an exhibit to Form S-4
                 Registration Statement (File No. 33-49846) filed on July 22,
                 1992 and incorporated herein by reference.)
      5.1        Opinion of John H. Newman, 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 6 of this
                 Registration Statement.
     99.1        1992 Equity Incentive Plan, as amended. (Filed as Exhibit 10.11
                 to Form 10-Q (File No. 0-11749) on August 14, 1997 and
                 incorporated herein by reference.)
     99.2        1996 Non-Officer Stock Option Plan.
     99.3        Form of option agreement for 1992 Equity Incentive Plan (Filed
                 as an exhibit to the Registration Statement on Form S-8 (Reg.
                 No. 33-51590) and incorporated herein by reference.)
     99.4        Form of option agreement for 1996 Non-Officer Stock Option
                 Plan.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19224}]
{"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", "file-number": "333-35201", "film-number": "97677376"}, "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 September 9, 1997
                                                      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
                      Scios Inc. 1992 Equity Incentive Plan
                            (Full title of the plans)
                               ------------------

                              John H. Newman, Esq.
                  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)              2,200,000              $7.09375              $15,606,250             $4,729.17
======================== ====================== ====================== ====================== ======================
(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 September 5, 1997 for shares reserved for future
     grant pursuant to the 1992 Equity Incentive Plan (1,500,000 shares) and the
     1996 Non-Officer Stock Option Plan (700,000 shares).
(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
     September 5, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by Scios Inc. (the  "Company") with the
Securities  and Exchange  Commission  are  incorporated  by reference  into this
Registration Statement:

         1. The Company's  latest  annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the  Securities  Act of 1933,  as amended  (the  "Act"),  that
contains audited  financial  statements for the Company's latest fiscal year for
which  such  statements  have  been  filed,  or  (2)  the  Company's   effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         2. All other reports filed  pursuant to Sections  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         3. The description of the Company's  Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
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
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware  General  Corporation Law the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act. The  Company's  Bylaws  require the Company to indemnify  its directors and
executive  officers  and may  indemnify  its other  officers  to the full extent
permitted by law. The Company  believes  that  indemnification  under its Bylaws
covers at least negligence and gross  negligence by officers and directors,  and
requires the Company to advance  litigation  expenses in the case of stockholder
derivative  actions or other  actions,  against an undertaking by the officer or
director to repay such advances if it is ultimately  determined that the officer
or director is not entitled to indemnification.  The Bylaws further provide that
rights  conferred  under such Bylaws  shall not be deemed to be exclusive of any
other right such persons may have or acquire under any statute, provision of any
Certificate  of   Incorporation,   Bylaw,   agreement,   vote  of  stockholders,
disinterested directors or otherwise.

         In  addition,  the  Company's  Restated  Certificate  of  Incorporation
provides that,  pursuant to Delaware law, its directors  shall not be liable for
monetary  damages  for breach of the  directors'  fiduciary  duty of care to the
Company and its stockholders. This provision in the Certificate of Incorporation
does not eliminate the duty of care, and in appropriate  circumstances equitable
remedies such as injunctive  or other forms of  non-monetary  relief will remain
available  under  Delaware  law. In addition,  each director will continue to be
subject  to  liability  for  breach of the  director's  duty of  loyalty  to the
Company,  for  acts or  omissions  not in good  faith or  involving  intentional
misconduct,  for knowing  violations  of law,  for  actions  leading to improper
personal  benefit to the  director,  and for payment of dividends or approval of
stock  repurchases  or  redemptions  that are unlawful  under  Delaware law. The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.

         The Company  has entered  into  indemnity  agreements  with each of its
directors and executive  officers.  The Company currently has a policy providing
directors and officers liability  insurance which insures directors and officers
of the Company in certain  circumstances.  The policy  also  insures the Company
against  losses  as  to  which  its  directors  and  officers  are  entitled  to
indemnification.

                                    EXHIBITS

Exhibit
Number

4.1          Restated  Certificate of  Incorporation  of Scios Inc..  (Filed as
             an exhibit to Annual Report on Form 10-K for fiscal year 1994 and
             incorporated herein by reference.)

4.2          Restated  Bylaws of Scios  Inc..  (Filed as an exhibit to Form S-4
             Registration  Statement  (File No. 33-49846) filed on July 22, 1992
             and incorporated herein by reference.)

5.1          Opinion of John H. Newman,  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 5 of this Registration
             Statement.

99.1         1992 Equity Incentive Plan, as amended.  (Filed as Exhibit 10.11 to
             Quarterly  Report on Form 10-Q for the quarter ended June 10, 1997,
             filed August 14, 1997, and incorporated herein by reference.)

99.2         1996 Non-Officer Stock Option Plan.

99.3         Forms of option  agreements for 1992 Equity  Incentive Plan (Filed
             as an Exhibit to the  Registration Statement on Form S-8 (Reg. No.
             33-51590) and incorporated herein by reference).

99.4         Form of option agreement for 1996 Non-Officer Stock Option Plan.

                                  UNDERTAKINGS

      1.      The undersigned registrant hereby undertakes:

              (a) 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 end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Commission  pursuant to Rule 424(b) ('230.424(b) of this chapter)
if, in the aggregate,  the changes in volume and price  represent no more than a
20% 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 1(a)(i) and 1(a)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to section 13 or
section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

              (b) 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  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (c) 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.

         2. 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 Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
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 September 9, 1997.

                                   SCIOS INC.

                                   /s/ Richard L. Casey
                                   By ___________________________
                                      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         September 9, 1997
(Richard L. Casey)           Chief Executive Officer (Acting
                             Chief Financial Officer)

/s/ David Southern           Controller                        September 9, 1997
(David Southern)             (Acting Principal
                             Accounting Officer)

/s/ Samuel H. Armacost       Director                          September 9, 1997
(Samuel H. Armacost)

/s/ Myron Du Bain            Director                          September 9, 1997
(Myron Du Bain)

                             Director                          September _, 1997
(Donald B. Rice, Ph.D.)

/s/ Robert W. Schrier, M.D.  Director                          September 9, 1997
(Robert W. Schrier, M.D.)

/s/ Solomon H. Snyder, M.D.  Director                          September 9, 1997
(Solomon H. Snyder, M.D.)

/s/ Burton E. Sobel, M.D.    Director                          September 9, 1997
(Burton E. Sobel, M.D.)

/s/ Eugene L. Step           Director                          September 9, 1997
(Eugene L. Step)
EXHIBIT INDEX

    Exhibit
    Number       Description

      4.1        Restated Certificate of Incorporation of Scios Inc.  (Filed as
                 an exhibit to Annual Report on Form 10-K for fiscal year 1994
                 and incorporated herein by reference.)
      4.2        Restated Bylaws of Scios Inc. (Filed as an exhibit to Form S-4
                 Registration Statement (File No. 33-49846) filed on July 22,
                 1992 and incorporated herein by reference.)
      5.1        Opinion of John H. Newman, 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 6 of this
                 Registration Statement.
     99.1        1992 Equity Incentive Plan, as amended. (Filed as Exhibit 10.11
                 to Form 10-Q (File No. 0-11749) on August 14, 1997 and
                 incorporated herein by reference.)
     99.2        1996 Non-Officer Stock Option Plan.
     99.3        Form of option agreement for 1992 Equity Incentive Plan (Filed
                 as an exhibit to the Registration Statement on Form S-8 (Reg.
                 No. 33-51590) and incorporated herein by reference.)
     99.4        Form of option agreement for 1996 Non-Officer Stock Option
                 Plan.