<PAGE 1>
SOMATOGEN, INC.

As filed with the Securities and Exchange Commission on November 6, 1996,
Registration No. 333-
============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                Somatogen, Inc.                      
        (Exact name of registrant as specified in its charter)

                 Delaware                            84-0991858 
          (State of Incorporation)      (I.R.S. Employer Identification No.)

                                2545 Central Avenue
                              Boulder, Colorado  80301
                                   (303) 440-9988                     
            (Address and telephone number of principal executive offices)

                       Amended and Restated Stock Option Plan
                       --------------------------------------
                             (Full title of the plan)

                                Timothy D. Hoogheem
                 Senior Vice President of Finance and Administration, 
                       Chief Financial Officer and Treasurer
                                 SOMATOGEN, INC.
                              2545 Central Avenue
                            Boulder, Colorado  80301
                                  (303) 440-9988    
                (Name, address, including zip code, and telephone number, 
                        including area code, of agent for service)

                                    Copies to:

                             James C.T. Linfield, Esq.
                                Cooley Godward LLP
                          2595 Canyon Blvd., Suite 250
                            Boulder, Colorado  80302
                                (303) 546-4000

Approximate date of commencement of proposed sale to the public:  As soon as 
practicable after this Registration Statement becomes effective.











<PAGE 2>
SOMATOGEN, INC.


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                         Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be      Offering Price      Aggregate Offering      Amount of
  to be Registered       Registered       Per Share (1)            Price (1)       Registration Fee
-------------------     ------------     ----------------     ------------------   ----------------
<S>                       <C>              <C>                    <C>                <C>

Stock Options and 
Common Stock (par 
value $.001)              1,000,000        $10.625                $10,625,000        $3,219.38

</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the 
registration fee.  The offering price per share and aggregate offering 
price are based upon (a) the weighted average exercise price, pursuant 
to Rule 457(h) under the Securities Act of 1933, as amended (the "Act"), 
for shares subject to options and stock previously granted under the 
Registrant's Amended and Restated Stock Option Plan, and (b) the closing
price on the NASDAQ National Market, pursuant to Rule 457(h) of the Act, 
of the Registrant's Common Stock on October 31, 1996, for shares subject 
to options granted under the Amended and Restated Stock Option Plan.  The 
following chart illustrates the calculation of the registration fee:





























<PAGE 3>
SOMATOGEN, INC.

<TABLE>
<CAPTION>

Type of Shares        Number of Shares       Offering Price Per Share      Aggregate Offering Price
--------------        ----------------       ------------------------      ------------------------
<S>                     <C>                        <C>                        <C>

Shares issuable
pursuant to options 
outstanding under the 
Amended and Restated
Stock Option Plan         258,450                  $10.625(a)                  $2,746,031

Shares issuable upon 
exercise of options 
available for grant 
under the Stock
Option Plan               741,550                  $10.625(b)                  $7,878,969

Proposed Maximum 
Aggregate Offering 
Price                   1,000,000                       --                    $10,625,000 
                                                                              x .000303

Registration Fee                --                      --                      $3,219.38

(a)  Weighted average exercise price.
(b)  Based on the NASDAQ National Market closing price of Registrant's Common Stock 
     on October 31, 1996.

</TABLE>

                     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

     The following documents filed by Somatogen, Inc., a Delaware corporation
     (the "Company" or the "Registrant") with the Securities and Exchange 
     Commission (the "Commission") are incorporated by reference into this 
     Registration Statement:  

(a)    The Company's latest annual report on Form 10-K for the fiscal year 
       ended June 30, 1996;

(b)    A description of the Company's Common Stock, which is contained 
       in the Form 8-A Registration Statement filed by the Company with 
       the Commission which was declared effective on August 1, 1991, 
       as amended through the date hereof; and,











<PAGE 4>
SOMATOGEN, INC.

(c)    All reports and other documents subsequently filed by the Company 
       pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
       Exchange Act of 1934, as amended (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.  

                         DESCRIPTION OF SECURITIES

Not applicable.

                  INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of the issuance of the Common Stock offered pursuant to 
the Amended and Restated Stock Option Plan will be passed upon for the 
Company by Cooley Godward LLP.  As of the date hereof, certain members 
of Cooley Godward LLP beneficially owned 22,494 shares of Common Stock.

               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 officers, and permit the Company to indemnify 
its employees and other agents, to the extent permitted by Delaware law.  
Under the Company's Bylaws, indemnified parties are entitled to 
indemnification for negligence, gross negligence and otherwise to the 
fullest extent permitted by law.  The Bylaws also require the Company 
to advance litigation expenses in the case of stockholder derivative 
actions or other actions, against an undertaking by the indemnified 
party to repay such advances if it is ultimately determined that the 
indemnified party is not entitled to indemnification. 

The Company has entered into indemnity agreements with each of its 
directors and executive officers.  Such indemnity agreements contain 
provisions which are in some respects broader than the specific 
indemnification provisions contained in Delaware law.
















<PAGE 5>
SOMATOGEN, INC.


                                EXHIBITS
<TABLE>
<CAPTION>

Exhibit
Number
<S>     <C>

 4.1*   Certificate of Incorporation, as amended.
 4.2*   Bylaws.
 4.3*   Specimen stock certificate.
 5.1    Opinion of Cooley Godward LLP
 23.1   Consent of Price Waterhouse, LLP, Independent Accountants
 23.2   Consent of Ernst & Young LLP, Independent Auditors
 23.3   Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
 24.1   Power of Attorney.  Reference is made to the signature page.
 99.1** Registrant's Amended and Restated Stock Option Plan
 99.2   Amendment to the Registrant's Amended and Restated Stock Option Plan
_______________________

*  Filed as an exhibit to the Form S-1 Registration Statement (No.33-41229), 
   as amended through the date hereof, and incorporated herein by reference.

** Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q 
   for the quarter ended December 31, 1994 and incorporated herein by 
   reference.

</TABLE>
                             UNDERTAKINGS

I.  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:

          1.   To include any prospectus required by section 10(a)(3) 
of the Securities Act;



















<PAGE 6>
SOMATOGEN, INC.


          2.   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) (Section 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.

          3.   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;

    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.

II.    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. 

















<PAGE 7>
SOMATOGEN, INC.

III.    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

    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 Boulder, State of 
Colorado, on the 6th day of November, 1996.


                                          SOMATOGEN, INC.


                                       By:  Timothy D. Hoogheem
                                            Senior Vice President of 
                                            Finance and Administration,
                                            Chief Financial Officer
                                            and Treasurer




















<PAGE 8>
SOMATOGEN, INC.

                                  POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints each of Andre de Bruin and Timothy D. 
Hoogheem, his/her true and lawful attorney-in-fact and agent, with full 
power of substitution and resubstitution, for him/her and in his/her name, 
place and stead, in any and all capacities, to sign any 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/she 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.

<TABLE>
<CAPTION>

Signature                Title                                Date
<S>                      <C>                                  <C>

Andre de Bruin           Chairman of the Board                November 6, 1996
                         President, Chief Executive Officer
                         (Principal executive officer)       

Timothy D. Hoogheem      Senior Vice President of Finance,    November 6, 1996
                         and Administration, Chief Financial 
                         Officer and Treasurer 
                         (Principal financial officer)

Conrad A. McCarty        Corporate Controller                 November 6, 1996
                         (Principal accounting officer)

Carlos A. Ferrer         Director                             November 6, 1996

Bernadine Healy, M.D.    Director                             November 6, 1996

Gene I. Miller           Director                             November 6, 1996

George B. Rathmann,      Director                             November 6, 1996
  Ph.D.

Jack W. Schuler          Director                             November 6, 1996

Ralph Snyderman, M.D.    Director                             November 6, 1996

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16097}]
{"company-data": {"conformed-name": "SOMATOGEN INC", "cik": "0000818594", "assigned-sic": "2836", "irs-number": "840991858", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15757", "film-number": "96656178"}, "business-address": {"street1": "2545 CENTRAL AVE", "street2": "SUITE FDI", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034409988"}}
SOMATOGEN, INC.

As filed with the Securities and Exchange Commission on November 6, 1996,
Registration No. 333-
============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                Somatogen, Inc.                      
        (Exact name of registrant as specified in its charter)

                 Delaware                            84-0991858 
          (State of Incorporation)      (I.R.S. Employer Identification No.)

                                2545 Central Avenue
                              Boulder, Colorado  80301
                                   (303) 440-9988                     
            (Address and telephone number of principal executive offices)

                       Amended and Restated Stock Option Plan
                       --------------------------------------
                             (Full title of the plan)

                                Timothy D. Hoogheem
                 Senior Vice President of Finance and Administration, 
                       Chief Financial Officer and Treasurer
                                 SOMATOGEN, INC.
                              2545 Central Avenue
                            Boulder, Colorado  80301
                                  (303) 440-9988    
                (Name, address, including zip code, and telephone number, 
                        including area code, of agent for service)

                                    Copies to:

                             James C.T. Linfield, Esq.
                                Cooley Godward LLP
                          2595 Canyon Blvd., Suite 250
                            Boulder, Colorado  80302
                                (303) 546-4000

Approximate date of commencement of proposed sale to the public:  As soon as 
practicable after this Registration Statement becomes effective.
SOMATOGEN, INC.

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be      Offering Price      Aggregate Offering      Amount of
  to be Registered       Registered       Per Share (1)            Price (1)       Registration Fee
-------------------     ------------     ----------------     ------------------   ----------------
Stock Options and 
Common Stock (par 
value $.001)              1,000,000        $10.625                $10,625,000        $3,219.38
(1)  Estimated solely for the purpose of calculating the amount of the 
registration fee.  The offering price per share and aggregate offering 
price are based upon (a) the weighted average exercise price, pursuant 
to Rule 457(h) under the Securities Act of 1933, as amended (the "Act"), 
for shares subject to options and stock previously granted under the 
Registrant's Amended and Restated Stock Option Plan, and (b) the closing
price on the NASDAQ National Market, pursuant to Rule 457(h) of the Act, 
of the Registrant's Common Stock on October 31, 1996, for shares subject 
to options granted under the Amended and Restated Stock Option Plan.  The 
following chart illustrates the calculation of the registration fee:
SOMATOGEN, INC.
Type of Shares        Number of Shares       Offering Price Per Share      Aggregate Offering Price
--------------        ----------------       ------------------------      ------------------------
Shares issuable
pursuant to options 
outstanding under the 
Amended and Restated
Stock Option Plan         258,450                  $10.625(a)                  $2,746,031

Shares issuable upon 
exercise of options 
available for grant 
under the Stock
Option Plan               741,550                  $10.625(b)                  $7,878,969

Proposed Maximum 
Aggregate Offering 
Price                   1,000,000                       --                    $10,625,000 
                                                                              x .000303

Registration Fee                --                      --                      $3,219.38

(a)  Weighted average exercise price.
(b)  Based on the NASDAQ National Market closing price of Registrant's Common Stock 
     on October 31, 1996.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

     The following documents filed by Somatogen, Inc., a Delaware corporation
     (the "Company" or the "Registrant") with the Securities and Exchange 
     Commission (the "Commission") are incorporated by reference into this 
     Registration Statement:  

(a)    The Company's latest annual report on Form 10-K for the fiscal year 
       ended June 30, 1996;

(b)    A description of the Company's Common Stock, which is contained 
       in the Form 8-A Registration Statement filed by the Company with 
       the Commission which was declared effective on August 1, 1991, 
       as amended through the date hereof; and,
SOMATOGEN, INC.

(c)    All reports and other documents subsequently filed by the Company 
       pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
       Exchange Act of 1934, as amended (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.  

                         DESCRIPTION OF SECURITIES

Not applicable.

                  INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of the issuance of the Common Stock offered pursuant to 
the Amended and Restated Stock Option Plan will be passed upon for the 
Company by Cooley Godward LLP.  As of the date hereof, certain members 
of Cooley Godward LLP beneficially owned 22,494 shares of Common Stock.

               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 officers, and permit the Company to indemnify 
its employees and other agents, to the extent permitted by Delaware law.  
Under the Company's Bylaws, indemnified parties are entitled to 
indemnification for negligence, gross negligence and otherwise to the 
fullest extent permitted by law.  The Bylaws also require the Company 
to advance litigation expenses in the case of stockholder derivative 
actions or other actions, against an undertaking by the indemnified 
party to repay such advances if it is ultimately determined that the 
indemnified party is not entitled to indemnification. 

The Company has entered into indemnity agreements with each of its 
directors and executive officers.  Such indemnity agreements contain 
provisions which are in some respects broader than the specific 
indemnification provisions contained in Delaware law.
SOMATOGEN, INC.

                                EXHIBITS
Exhibit
Number
4.1*   Certificate of Incorporation, as amended.
 4.2*   Bylaws.
 4.3*   Specimen stock certificate.
 5.1    Opinion of Cooley Godward LLP
 23.1   Consent of Price Waterhouse, LLP, Independent Accountants
 23.2   Consent of Ernst & Young LLP, Independent Auditors
 23.3   Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
 24.1   Power of Attorney.  Reference is made to the signature page.
 99.1** Registrant's Amended and Restated Stock Option Plan
 99.2   Amendment to the Registrant's Amended and Restated Stock Option Plan
_______________________

*  Filed as an exhibit to the Form S-1 Registration Statement (No.33-41229), 
   as amended through the date hereof, and incorporated herein by reference.

** Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q 
   for the quarter ended December 31, 1994 and incorporated herein by 
   reference.
UNDERTAKINGS

I.  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:

          1.   To include any prospectus required by section 10(a)(3) 
of the Securities Act;
SOMATOGEN, INC.

          2.   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) (Section 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.

          3.   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;

    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.

II.    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.
SOMATOGEN, INC.

III.    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

    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 Boulder, State of 
Colorado, on the 6th day of November, 1996.

                                          SOMATOGEN, INC.

                                       By:  Timothy D. Hoogheem
                                            Senior Vice President of 
                                            Finance and Administration,
                                            Chief Financial Officer
                                            and Treasurer
SOMATOGEN, INC.

                                  POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints each of Andre de Bruin and Timothy D. 
Hoogheem, his/her true and lawful attorney-in-fact and agent, with full 
power of substitution and resubstitution, for him/her and in his/her name, 
place and stead, in any and all capacities, to sign any 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/she 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
Andre de Bruin           Chairman of the Board                November 6, 1996
                         President, Chief Executive Officer
                         (Principal executive officer)       

Timothy D. Hoogheem      Senior Vice President of Finance,    November 6, 1996
                         and Administration, Chief Financial 
                         Officer and Treasurer 
                         (Principal financial officer)

Conrad A. McCarty        Corporate Controller                 November 6, 1996
                         (Principal accounting officer)

Carlos A. Ferrer         Director                             November 6, 1996

Bernadine Healy, M.D.    Director                             November 6, 1996

Gene I. Miller           Director                             November 6, 1996

George B. Rathmann,      Director                             November 6, 1996
  Ph.D.

Jack W. Schuler          Director                             November 6, 1996

Ralph Snyderman, M.D.    Director                             November 6, 1996