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

                                    FORM S-8

             Registration Statement under the Securities Act of 1933
                              --------------------


                           MOLECULAR BIOSYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                               Delaware 36-3078632
                  (State or other jurisdiction (I.R.S. Employer
            of incorporation or organization) Identification Number)

                            10030 Barnes Canyon Road
                           San Diego, California 92121
                    (Address of principal executive offices)

                           Molecular Biosystems, Inc.
                    1997 Outside Directors Stock Option Plan
                            (Full title of the plan)

                                Bobba Venkatadri
                      President and Chief Executive Officer
                           Molecular Biosystems, Inc.
                            10030 Barnes Canyon Road
                           San Diego, California 92121
                                 (619) 452-0681
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



------------ -------------  -----------------  ------------------  -------------

 Title of    Amount To Be   Proposed Maximum    Proposed Maximum      Amount of
Securities    Registered     Offering Price        Aggregate        Registration
  To Be                       Per Share(1)         Offering            Fee(1)
Registered                                         Price(1)
------------ -------------  -----------------  -------------------  ------------
------------ -------------  -----------------  -------------------  ------------
Common Stock,  300,000             $9.06          $2,718,000.00        $823.64
par value      shares
$.01 per
share

----------- --------------  ------------------  ------------------  ------------

(1) Computed pursuant to Rule 457(c), in accordance with Rule 457(h)(1),  on the
basis  of the  average  of the  high  and low  sales  prices  of a share  of the
Registrant's  Common  Stock  reported  on the New York Stock  Exchange,  Inc. on
September 2, 1997.

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

       The  information  required  by Item 1 is omitted  from this  Registration
Statement in accordance with the Note to Part I of Form S-8.

Item 2.    Registrant Information and Employee Plan Annual Information

       The  information  required  by Item 2 is omitted  from this  Registration
Statement in accordance with the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

       The Registrant  incorporates by reference in this Registration  Statement
the following  documents  which the Registrant has filed with the Securities and
Exchange Commission (the "Commission"):

       (a) the  Annual  Report on Form 10-K which the  Registrant  filed for the
fiscal year ended March 31, 1997;

       (b) the Quarterly  Report on Form 10-Q which the Registrant filed for the
           quarterly period ended June 30, 1997;

       (c) the  Current  Report on Form 8-K,  dated  April 21,  1997,  which the
Registrant filed on May 12, 1997; and

       (d) the description of the Registrant's  Common Stock, par value $.01 per
           share,  contained in the Registration Statement on Form 8-A which the
           Registrant filed on July 9, 1984 (Registration No. 2-83721), together
           with any  amendment  or report that the  Registrant  may file for the
           purpose of updating this description.

       All documents that the Registrant  files with the Commission  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended, after the filing of this Registration Statement but prior to the filing
of a post-effective  amendment (1) which indicates that all of the shares of the
Registrant's Common Stock covered by this Registration  Statement (the "Shares")
have been sold or (2) which deregisters all of the Shares then remaining unsold,
shall  be  deemed  to be  incorporated  by  reference  in and to be part of this
Registration Statement from their respective dates of filing.

       Any statement in a document  incorporated or deemed to be incorporated by
reference  in this  Registration  Statement  shall be deemed to be  modified  or
superseded to the extent that a statement in this Registration  Statement, or in
any  document  filed after the filing of this  Registration  Statement  which is
deemed to be incorporated by reference in this Registration Statement,  modifies
or supersedes the earlier statement. The earlier statement shall be deemed to be
incorporated in this Registration Statement only as so modified or superseded.

Item 4.    Description of Securities

       This item is not applicable.

Item 5.    Interests of Named Experts and Counsel

       The  legality of the Shares is being  passed upon for the  Registrant  by
Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 60606,
who serve as the Registrant's outside general counsel.

       Craig P.  Colmar,  who is a partner of Johnson  and  Colmar,  is also the
Company's Secretary.  Mr. Colmar owns of record and beneficially 1,000 shares of
Common  Stock,  and other  partners  of  Johnson  and  Colmar  own of record and
beneficially  a further 1,200 shares.  In addition,  Mr. Colmar holds options to
purchase  35,750 shares of the  Registrant's  Common Stock.  These stock options
were granted at option prices equal to the fair market value of the Registrant's
Common Stock on the dates of grant.

Item 6.    Indemnification of Directors and Officers

       Section 145 of the Delaware  General  Corporation Law provides  generally
that a person sued as a director,  officer,  employee or agent of a  corporation
may be  indemnified  by the  corporation  in  non-derivative  suits for expenses
(including attorneys' fees), judgments,  fines and amounts paid in settlement if
he or she acted in good faith and in a manner that he or she reasonably believed
to be in, or not opposed to, the  corporation's  best interests.  In the case of
criminal actions and  proceedings,  the person must also not have had reasonable
cause to  believe  that his or her  conduct  was  unlawful.  Indemnification  of
expenses is also  authorized  in  stockholder  derivative  actions if the person
acted in good faith and in a manner that he or she reasonably believed to be in,
or not opposed to, the  corporation's  best  interests  and if he or she has not
been found liable to the corporation.  Even in this latter  instance,  the court
may determine that in view of all of the circumstances the person is entitled to
indemnification  for such expenses as the court deems proper. A person sued as a
director, officer, employee or agent of a corporation who has been successful in
defense of the action must be indemnified by the corporation  against his or her
expenses.

       Article 11 of the Registrant's certificate of incorporation,  as amended,
requires the  Registrant to indemnify  its  directors,  officers,  employees and
agents to the maximum extent permitted by Delaware law. Article 11 also requires
the Registrant to advance the litigation  expenses of a director or officer upon
receipt of his or her written undertaking to repay all amounts advanced if it is
ultimately determined that he or she is not entitled to indemnification.

       Section  102(b)(7)  of the  Delaware  General  Corporation  Law permits a
Delaware  corporation to include a provision in its certificate of incorporation
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for monetary  damages for breach of the director's duly of
care.  Such a provision  may not  eliminate or limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in  intentional  misconduct or knowingly  violating a law,  declaring an illegal
dividend or  approving  an illegal  stock  repurchase,  or obtaining an improper
personal benefit.

       Article 10 of the Registrant's certificate of incorporation,  as amended,
eliminates the personal  liability of the Registrant's  directors to the fullest
extent permitted by Delaware law.

       Through directors' and officers' liability insurance which the Registrant
maintains,  the  Registrant's  directors  and officers are also insured  against
actual liabilities, including liabilities under the federal securities laws, for
acts or omissions related to the conduct of their duties.

Item 7.    Exemption from Registration Claimed

       This item is not applicable.

Item 8.    Exhibits

   4.1    Molecular Biosystems, Inc. 1997 Outside Directors Stock Option Plan

   5.1    Opinion of Johnson and Colmar

  23.1    Consent of Arthur Andersen LLP

  23.2    Consent of Johnson and Colmar (filed as part of Exhibit 5.1)

  24.1    Power of attorney  (included under the caption "Power of Attorney"
          on page 7).

Item 9.    Undertakings

Rule 415 Offering

       The Registrant undertakes:

           (1) to file,  during  any  period in which  offers or sales are being
       made, a post-effective amendment to this Registration Statement:

                (a) to include any  prospectus  required by Section  10(a)(3) of
           the Securities Act of 1933, as amended (the "Securities Act");

                (b) to reflect  in the  prospectus  any facts or events  arising
           after the effective date of this Registration  Statement (or the most
           recent  post-effective  amendment)  which,  individually  or  in  the
           aggregate,  represent a  fundamental  change in the  information  set
           forth in this Registration Statement; and

                (c) to include any material information with respect to the plan
           of  distribution  not  previously   disclosed  in  this  Registration
           Statement  or  any  material  change  to  such  information  in  this
           Registration Statement;

       provided, however, that undertakings (1)(a) and (1)(b) shall not apply if
       the information required to be included in a post-effective  amendment by
       those  undertakings  is  contained  in  periodic  reports  filed  with or
       furnished to the Commission by the  Registrant  pursuant to Section 13 or
       Section  15(d) of the  Securities  Exchange Act of 1934,  as amended (the
       "Exchange Act") which are incorporated by reference in this  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; and

           (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; and

Filings Incorporating Subsequent Exchange Act Documents by Reference

       The Registrant 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 which is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Commission Position on Indemnification

       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 Delaware General Corporation Law or the Registrant's
certificate of incorporation,  as amended,  as described in Item 6, or otherwise
permitted, the Registrant has been advised that in the opinion of the 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 Shares,  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

       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 San Diego, State of California, on September 8,
1997.


                                                     Molecular Biosystems, Inc.


                                                     By: /s/ BOBBA VENKATADRI
                                                         Bobba Venkatadri
                                                         President and Chief 
                                                         Executive Officer

                                Power of Attorney

       Each  person  whose  signature  appears  below who is then an  officer or
director of the Registrant  authorizes  Bobba Venkatadri and Gerard A. Wills, or
either of them, with full power of substitution and  resubstitution,  to sign in
his name and to file any  amendments  (including  post-effective  amendments) to
this Registration Statement) and all related documents necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended,  in
connection  with the  registration  of the securities  which are covered by this
Registration  Statement,   which  amendments  may  make  such  changes  in  this
Registration  Statement (as it may be so amended) as Bobba  Venkatadri or Gerard
A. Wills or either of them,  may deem  appropriate,  and to do and  perform  all
other related acts and things necessary to be done.

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


<PAGE>

Name                                Title                            Date



/s/ BOBBA VENKATADRI         President, Chief Executive        September 8, 1997
Bobba Venkatadri             Officer and a Director 
                             (Principal Executive Officer)


/s/ GERARD A. WILLS          Vice President, Finance and Chief September 8, 1997
Gerard A. Wills              Financial Officer (Principal
                             Financial and Accounting Officer)

/s/ KENNETH J. WIDDER, M.D   Chairman of the                   September 8, 1997
Kenneth J. Widder, M.D.      Board of Directors


/s/ DAVID W. BARRY, M.D.     Director                          September 8, 1997
David W. Barry, M.D.

/s/ ROBERT W. BRIGHTFELT     Director                          September 8, 1997
Robert W. Brightfelt

/s/ CHARLES C. EDWARDS, M.D. Director                          September 8, 1997
Charles C. Edwards, M.D.

/s/ JERRY T. JACKSON         Director                          September 8, 1997
Jerry T. Jackson

/s/ GORDON C. LUCE           Director                          September 8, 1997
Gordon C. Luce

/s/ DAVID RUBINFIEN          Director                          September 8, 1997
David Rubinfien

<PAGE>


                                Index to Exhibits



       Exhibit  Description                                         Sequentially
       Number                                                         Numbered
                                                                        Page
         4.1    Molecular Biosystems, Inc. 1997 Outside Directors
                Stock Option Plan                                         9
     
         5.1    Opinion of Johnson and Colmar                             14

        23.1    Consent of Arthur Andersen LLP                            16

        23.2    Consent of Johnson and Colmar
                (filed as part of Exhibit 5.1)                            -
     
        24.1    Power of Attorney (included under the caption
                "Power of Attorney" on  page 6)                           -
                      
            
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17673}]
{"company-data": {"conformed-name": "MOLECULAR BIOSYSTEMS INC", "cik": "0000719598", "assigned-sic": "2835", "irs-number": "363078632", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35631", "film-number": "97680667"}, "business-address": {"street1": "10030 BARNES CANYON RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121-2789", "phone": "6198242200"}, "mail-address": {"street1": "10030 BARNES CANYON ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8

             Registration Statement under the Securities Act of 1933
                              --------------------

                           MOLECULAR BIOSYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

                               Delaware 36-3078632
                  (State or other jurisdiction (I.R.S. Employer
            of incorporation or organization) Identification Number)

                            10030 Barnes Canyon Road
                           San Diego, California 92121
                    (Address of principal executive offices)

                           Molecular Biosystems, Inc.
                    1997 Outside Directors Stock Option Plan
                            (Full title of the plan)

                                Bobba Venkatadri
                      President and Chief Executive Officer
                           Molecular Biosystems, Inc.
                            10030 Barnes Canyon Road
                           San Diego, California 92121
                                 (619) 452-0681
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

------------ -------------  -----------------  ------------------  -------------

 Title of    Amount To Be   Proposed Maximum    Proposed Maximum      Amount of
Securities    Registered     Offering Price        Aggregate        Registration
  To Be                       Per Share(1)         Offering            Fee(1)
Registered                                         Price(1)
------------ -------------  -----------------  -------------------  ------------
------------ -------------  -----------------  -------------------  ------------
Common Stock,  300,000             $9.06          $2,718,000.00        $823.64
par value      shares
$.01 per
share

----------- --------------  ------------------  ------------------  ------------

(1) Computed pursuant to Rule 457(c), in accordance with Rule 457(h)(1),  on the
basis  of the  average  of the  high  and low  sales  prices  of a share  of the
Registrant's  Common  Stock  reported  on the New York Stock  Exchange,  Inc. on
September 2, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

       The  information  required  by Item 1 is omitted  from this  Registration
Statement in accordance with the Note to Part I of Form S-8.

Item 2.    Registrant Information and Employee Plan Annual Information

       The  information  required  by Item 2 is omitted  from this  Registration
Statement in accordance with the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

       The Registrant  incorporates by reference in this Registration  Statement
the following  documents  which the Registrant has filed with the Securities and
Exchange Commission (the "Commission"):

       (a) the  Annual  Report on Form 10-K which the  Registrant  filed for the
fiscal year ended March 31, 1997;

       (b) the Quarterly  Report on Form 10-Q which the Registrant filed for the
           quarterly period ended June 30, 1997;

       (c) the  Current  Report on Form 8-K,  dated  April 21,  1997,  which the
Registrant filed on May 12, 1997; and

       (d) the description of the Registrant's  Common Stock, par value $.01 per
           share,  contained in the Registration Statement on Form 8-A which the
           Registrant filed on July 9, 1984 (Registration No. 2-83721), together
           with any  amendment  or report that the  Registrant  may file for the
           purpose of updating this description.

       All documents that the Registrant  files with the Commission  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended, after the filing of this Registration Statement but prior to the filing
of a post-effective  amendment (1) which indicates that all of the shares of the
Registrant's Common Stock covered by this Registration  Statement (the "Shares")
have been sold or (2) which deregisters all of the Shares then remaining unsold,
shall  be  deemed  to be  incorporated  by  reference  in and to be part of this
Registration Statement from their respective dates of filing.

       Any statement in a document  incorporated or deemed to be incorporated by
reference  in this  Registration  Statement  shall be deemed to be  modified  or
superseded to the extent that a statement in this Registration  Statement, or in
any  document  filed after the filing of this  Registration  Statement  which is
deemed to be incorporated by reference in this Registration Statement,  modifies
or supersedes the earlier statement. The earlier statement shall be deemed to be
incorporated in this Registration Statement only as so modified or superseded.

Item 4.    Description of Securities

       This item is not applicable.

Item 5.    Interests of Named Experts and Counsel

       The  legality of the Shares is being  passed upon for the  Registrant  by
Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 60606,
who serve as the Registrant's outside general counsel.

       Craig P.  Colmar,  who is a partner of Johnson  and  Colmar,  is also the
Company's Secretary.  Mr. Colmar owns of record and beneficially 1,000 shares of
Common  Stock,  and other  partners  of  Johnson  and  Colmar  own of record and
beneficially  a further 1,200 shares.  In addition,  Mr. Colmar holds options to
purchase  35,750 shares of the  Registrant's  Common Stock.  These stock options
were granted at option prices equal to the fair market value of the Registrant's
Common Stock on the dates of grant.

Item 6.    Indemnification of Directors and Officers

       Section 145 of the Delaware  General  Corporation Law provides  generally
that a person sued as a director,  officer,  employee or agent of a  corporation
may be  indemnified  by the  corporation  in  non-derivative  suits for expenses
(including attorneys' fees), judgments,  fines and amounts paid in settlement if
he or she acted in good faith and in a manner that he or she reasonably believed
to be in, or not opposed to, the  corporation's  best interests.  In the case of
criminal actions and  proceedings,  the person must also not have had reasonable
cause to  believe  that his or her  conduct  was  unlawful.  Indemnification  of
expenses is also  authorized  in  stockholder  derivative  actions if the person
acted in good faith and in a manner that he or she reasonably believed to be in,
or not opposed to, the  corporation's  best  interests  and if he or she has not
been found liable to the corporation.  Even in this latter  instance,  the court
may determine that in view of all of the circumstances the person is entitled to
indemnification  for such expenses as the court deems proper. A person sued as a
director, officer, employee or agent of a corporation who has been successful in
defense of the action must be indemnified by the corporation  against his or her
expenses.

       Article 11 of the Registrant's certificate of incorporation,  as amended,
requires the  Registrant to indemnify  its  directors,  officers,  employees and
agents to the maximum extent permitted by Delaware law. Article 11 also requires
the Registrant to advance the litigation  expenses of a director or officer upon
receipt of his or her written undertaking to repay all amounts advanced if it is
ultimately determined that he or she is not entitled to indemnification.

       Section  102(b)(7)  of the  Delaware  General  Corporation  Law permits a
Delaware  corporation to include a provision in its certificate of incorporation
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for monetary  damages for breach of the director's duly of
care.  Such a provision  may not  eliminate or limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in  intentional  misconduct or knowingly  violating a law,  declaring an illegal
dividend or  approving  an illegal  stock  repurchase,  or obtaining an improper
personal benefit.

       Article 10 of the Registrant's certificate of incorporation,  as amended,
eliminates the personal  liability of the Registrant's  directors to the fullest
extent permitted by Delaware law.

       Through directors' and officers' liability insurance which the Registrant
maintains,  the  Registrant's  directors  and officers are also insured  against
actual liabilities, including liabilities under the federal securities laws, for
acts or omissions related to the conduct of their duties.

Item 7.    Exemption from Registration Claimed

       This item is not applicable.

Item 8.    Exhibits

   4.1    Molecular Biosystems, Inc. 1997 Outside Directors Stock Option Plan

   5.1    Opinion of Johnson and Colmar

  23.1    Consent of Arthur Andersen LLP

  23.2    Consent of Johnson and Colmar (filed as part of Exhibit 5.1)

  24.1    Power of attorney  (included under the caption "Power of Attorney"
          on page 7).

Item 9.    Undertakings

Rule 415 Offering

       The Registrant undertakes:

           (1) to file,  during  any  period in which  offers or sales are being
       made, a post-effective amendment to this Registration Statement:

                (a) to include any  prospectus  required by Section  10(a)(3) of
           the Securities Act of 1933, as amended (the "Securities Act");

                (b) to reflect  in the  prospectus  any facts or events  arising
           after the effective date of this Registration  Statement (or the most
           recent  post-effective  amendment)  which,  individually  or  in  the
           aggregate,  represent a  fundamental  change in the  information  set
           forth in this Registration Statement; and

                (c) to include any material information with respect to the plan
           of  distribution  not  previously   disclosed  in  this  Registration
           Statement  or  any  material  change  to  such  information  in  this
           Registration Statement;

       provided, however, that undertakings (1)(a) and (1)(b) shall not apply if
       the information required to be included in a post-effective  amendment by
       those  undertakings  is  contained  in  periodic  reports  filed  with or
       furnished to the Commission by the  Registrant  pursuant to Section 13 or
       Section  15(d) of the  Securities  Exchange Act of 1934,  as amended (the
       "Exchange Act") which are incorporated by reference in this  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; and

           (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; and

Filings Incorporating Subsequent Exchange Act Documents by Reference

       The Registrant 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 which is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Commission Position on Indemnification

       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 Delaware General Corporation Law or the Registrant's
certificate of incorporation,  as amended,  as described in Item 6, or otherwise
permitted, the Registrant has been advised that in the opinion of the 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 Shares,  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, 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 San Diego, State of California, on September 8,
1997.

                                                     Molecular Biosystems, Inc.

                                                     By: /s/ BOBBA VENKATADRI
                                                         Bobba Venkatadri
                                                         President and Chief 
                                                         Executive Officer

                                Power of Attorney

       Each  person  whose  signature  appears  below who is then an  officer or
director of the Registrant  authorizes  Bobba Venkatadri and Gerard A. Wills, or
either of them, with full power of substitution and  resubstitution,  to sign in
his name and to file any  amendments  (including  post-effective  amendments) to
this Registration Statement) and all related documents necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended,  in
connection  with the  registration  of the securities  which are covered by this
Registration  Statement,   which  amendments  may  make  such  changes  in  this
Registration  Statement (as it may be so amended) as Bobba  Venkatadri or Gerard
A. Wills or either of them,  may deem  appropriate,  and to do and  perform  all
other related acts and things necessary to be done.

       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Name                                Title                            Date

/s/ BOBBA VENKATADRI         President, Chief Executive        September 8, 1997
Bobba Venkatadri             Officer and a Director 
                             (Principal Executive Officer)

/s/ GERARD A. WILLS          Vice President, Finance and Chief September 8, 1997
Gerard A. Wills              Financial Officer (Principal
                             Financial and Accounting Officer)

/s/ KENNETH J. WIDDER, M.D   Chairman of the                   September 8, 1997
Kenneth J. Widder, M.D.      Board of Directors

/s/ DAVID W. BARRY, M.D.     Director                          September 8, 1997
David W. Barry, M.D.

/s/ ROBERT W. BRIGHTFELT     Director                          September 8, 1997
Robert W. Brightfelt

/s/ CHARLES C. EDWARDS, M.D. Director                          September 8, 1997
Charles C. Edwards, M.D.

/s/ JERRY T. JACKSON         Director                          September 8, 1997
Jerry T. Jackson

/s/ GORDON C. LUCE           Director                          September 8, 1997
Gordon C. Luce

/s/ DAVID RUBINFIEN          Director                          September 8, 1997
David Rubinfien
Index to Exhibits

       Exhibit  Description                                         Sequentially
       Number                                                         Numbered
                                                                        Page
         4.1    Molecular Biosystems, Inc. 1997 Outside Directors
                Stock Option Plan                                         9
     
         5.1    Opinion of Johnson and Colmar                             14

        23.1    Consent of Arthur Andersen LLP                            16

        23.2    Consent of Johnson and Colmar
                (filed as part of Exhibit 5.1)                            -
     
        24.1    Power of Attorney (included under the caption
                "Power of Attorney" on  page 6)                           -