As filed with the Securities and Exchange Commission on January 15, 1999

                             REGISTRATION NO. 333 -


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933


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

         Massachusetts                                        04-3002117
  (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

                               14 Cambridge Center
                               Cambridge, MA 02142
                                 (617) 679-2000
                    (Address of Principal Executive Offices)

                  BIOGEN, INC. 1982 INCENTIVE STOCK OPTION PLAN
                BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN
                           (Full titles of the plans)

                             Michael J. Astrue, Esq.
                        Vice President - General Counsel
                                  Biogen, Inc.
                               14 Cambridge Center
                               Cambridge, MA 02142
                                 (617) 679-2000
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================================================================
<S>                <C>            <C>             <C>            <C>    

Title of           Amount to be    Proposed        Proposed       Amount
securities         registered(1)   maximum         maximum        registration 
to be                              offering price  aggregate      fee          
registered                         per share(2)    offering             
                                                   price(2)
-------------------------------------------------------------------------------
Common Stock,       2,000,000      $82.09375       $164,187,500   $45,644.13
$.01 par value                                                                                                                   
===============================================================================
<FN>

     (1) The number of shares of common stock, par value $.01 per share ("Common
Stock"),  stated above consists of (i) the aggregate number of additional shares
which may be sold upon the exercise of options  which have been  granted  and/or
may hereafter be granted under the 1982 Incentive Stock Option Plan and the 1985
Non-Qualified  Stock  Option Plan (the  "Plans").  The maximum  number of shares
which may be sold upon the exercise of such options  granted under the Plans are
subject  to  adjustment  in  accordance  with  certain  anti-dilution  and other
provisions of said Plans. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the  "Securities  Act"),  this  Registration  Statement
covers,  in  addition to the number of shares  stated  above,  an  indeterminate
number of shares which may be subject to grant or otherwise  issuable  after the
operation of any such anti-dilution and other provisions.

     (2) This  calculation  is made  solely for the purpose of  determining  the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon exercise of outstanding  options, the fee is calculated on the basis of the
price at which the options may be  exercised;  and (ii) in the case of shares of
Common Stock for which options have not yet been granted and the option price of
which is therefore unknown, the fee is calculated on the basis of the average of
the high and low sale  prices  per  share of the  Common  Stock on the  National
Market  System of the  National  Association  of  Securities  Dealers  Automated
Quotation System (NASDAQ) as of a date (January 11, 1999) within 5 business days
prior to filing this Registration Statement.
</FN> 
</TABLE>

                                EXPLANATORY NOTE


         This  Registration  Statement  relates to the registration of 2,000,000
additional shares of Common Stock authorized for issuance under the Biogen, Inc.
1982 Incentive Stock Option Plan and the Biogen,  Inc. 1985 Non-Qualified  Stock
Option Plan. In accordance with the instructional  Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration  Statement on Form
S-8 for offers of Common Stock pursuant to the Plans.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

         (c) The Company's Reports on Form 8-K filed March 16,1998, April 8,
1998, May 7, 1998 and December 23, 1998.

         (d) The description of the Common Stock  contained in the  Registrant's
Registration  Statement on Form 8-B filed under the  Securities  Exchange Act of
1934,  including  any amendment or report filed for the purpose of updating such
description.

         All reports and other documents filed by the Registrant  after the date
hereof  pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934 prior to the filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and to be part hereof from the date of filing of such  reports
and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the  issuance of the shares of Common Stock  registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston,  Massachusetts.  Members
of Mintz,  Levin,  Cohn,  Ferris,  Glovsky and Popeo,  P.C.  ("Mintz Levin") and
certain  members of their families and trusts for their benefit own an aggregate
of approximately 2,150 shares of Common Stock of the Company. A former member of
Mintz,  Levin who is  currently  of  counsel  to the firm owns 500 shares of the
Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         Incorporated herein by reference from Registration Statement on 
         Form S-3, No. 33-43721.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

(4.1)    Form of  Common  Stock  Share  Certificate  (Filed  as  Exhibit  4.1 to
         Registration Statement on Form S-3, File No.33-51639,  and incorporated
         herein by reference).

(4.2)    Articles of  Organization,  as amended  (Filed as Exhibit 3.1 to Annual
         Report on Form 10-K for the fiscal year ended  December 31, 1996,  File
         No. 0-12042, and incorporated herein by reference).

(4.3)    By-Laws, as amended (Filed as Exhibit 3.2 to Annual Report on Form 10-K
         for  the  year  ended  December  31,  1992,  file  No.   0-12042,   and
         incorporated herein by reference).

(4.4)    Rights Agreement,  dated as of May 8, 1989,  between the Registrant and
         First   National  Bank  of  Boston  as  the  Rights  Agent,   including
         Certificate of Designation of Series A Junior  Participating  Preferred
         Stock (Filed as Exhibit 1 to  Registration  Statement on Form 8-A, File
         No. 0-12042, filed May 26, 1989, and incorporated herein by reference).

(5)      Opinion of Mintz,  Levin, Cohn,  Ferris,  Glovsky and Popeo, P.C. as to
         the legality of shares being registered.

(23.1)   Consent of Mintz,  Levin,  Cohn,  Ferris,  Glovsky and Popeo,  P.C.
         (included in opinion of counsel filed as Exhibit 5).

(23.2)   Consent of Price Waterhouse Coopers LLP

(24)     Power of Attorney to file future amendments (set forth on the signature
         page of this Registration Statement.)
<PAGE>

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

                      (i) To include any prospectus required by Section 10(a)(3)
                  of  the Securities Act of 1933;

                      (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,  represents 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.

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

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the 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
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act of  1934  that  are  incorporated  by  reference  in this
         Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 that 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.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 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 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 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 Cambridge, Massachusetts on January 14, 1999.

                                  BIOGEN, INC.

                                 By: /s/James L. Vincent
                                     James L. Vincent
                                     Chairman of the Board and
                                       Chief Executive Officer

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

         Each person whose  signature  appears below  constitutes  and appoints,
Timothy M. Kish and  Michael J.  Astrue,  and each of them,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution in each of them, for him or her and in his or her name, place and
stead, and in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of Biogen,
Inc.,  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 or necessary to be done in
or about the premises, as full to all intents and purposes as he or 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 or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.


Signature                 Title                             Date


/s/ James L. Vincent      Chairman of the Board             January 14, 1999
    James L. Vincent      and Chief Executive
                          Officer (principal
                          executive officer)


 /s/ Timothy M. Kish      Vice President-Finance            January 14, 1999
     Timothy M. Kish      and Chief Financial Officer
                          (financial and accounting
                          officer)
<PAGE>

/s/ Alexander G. Bearn    Director                          January 14, 1999
    Alexander G. Bearn


/s/ Alan Belzer           Director                          January 14, 1999
    Alan Belzer


/s/ Harold W. Buirkle     Director                          January 14, 1999
    Harold W. Buirkle


/s/ Mary L. Good          Director                          January 14, 1999
    Mary L. Good


/s/ Thomas F. Keller      Director                          January 14, 1999
    Thomas F. Keller


/s/ Roger H. Morley       Director                          January 14, 1999
    Roger H. Morley


/s/ Kenneth Murray        Director                          January 14, 1999
    Kenneth Murray


/s/ Phillip A. Sharp      Director                          January 14, 1999
     Phillip A. Sharp


/s/ Alan K. Simpson       Director                          January 14, 1999
    Alan K. Simpson



/s/ James W. Stevens      Director                          January 14, 1999
    James W. Stevens


<PAGE>


                                  BIOGEN, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT


Exhibit                                                             Sequential
Number    Description                                                 Page No.

(4.1)     Form of  Common  Stock  Share  Certificate  (Filed as  Exhibit  4.1 to
          Registration Statement on Form S-3, File No.33-51639, and incorporated
          by reference).

(4.2)     Articles of  Organization,  as amended (Filed as Exhibit 3.1 to Annual
          Report on Form 10-K for the fiscal year ended December 31, 1996,  File
          No. 0-12042, and incorporated by reference).

(4.3)     By-Laws,  as amended  (Filed as Exhibit  3.2 to Annual  Report on Form
          10-K for the year ended  December  31,  1992,  file No.  0-12042,  and
          incorporated herein by reference).

(4.4)     Rights Agreement,  dated as of May 8, 1989, between the Registrant and
          First  National  Bank  of  Boston  as  the  Rights  Agent,   including
          Certificate of Designation of Series A Junior Participating  Preferred
          Stock (Filed as Exhibit 1 to Registration  Statement on Form 8-A, File
          No. 0-12042,filed May 26, 1989, and incorporated herein by reference).

(5)       Opinion of Mintz,  Levin, Cohn,  Ferris, Glovsky and Popeo, P.C. as to
          the legality of shares being registered.

(23.1)    Consent of Mintz,  Levin,  Cohn,  Ferris,  Glovsky and Popeo,  P.C.
          (included in opinion of counsel filed as Exhibit 5).

(23.2)    Consent of Price Waterhouse Coopers LLP

(24)      Power  of  Attorney  to  file  future  amendments  (set  forth  on the
          signature page of this Registration Statement.)
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLANS", "secsgml_size_bytes": 19187}]
{"company-data": {"conformed-name": "BIOGEN INC", "cik": "0000714655", "assigned-sic": "2836", "irs-number": "043002117", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70701", "film-number": "99507379"}, "business-address": {"street1": "14 CAMBRIDGE CTR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6176792000"}, "mail-address": {"street1": "14 CAMBRIDGE CTR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142"}, "former-company": {"former-conformed-name": "BIOGEN NV", "date-changed": "19880622"}}
As filed with the Securities and Exchange Commission on January 15, 1999

                             REGISTRATION NO. 333 -

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933

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

         Massachusetts                                        04-3002117
  (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

                               14 Cambridge Center
                               Cambridge, MA 02142
                                 (617) 679-2000
                    (Address of Principal Executive Offices)

                  BIOGEN, INC. 1982 INCENTIVE STOCK OPTION PLAN
                BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN
                           (Full titles of the plans)

                             Michael J. Astrue, Esq.
                        Vice President - General Counsel
                                  Biogen, Inc.
                               14 Cambridge Center
                               Cambridge, MA 02142
                                 (617) 679-2000
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of           Amount to be    Proposed        Proposed       Amount
securities         registered(1)   maximum         maximum        registration 
to be                              offering price  aggregate      fee          
registered                         per share(2)    offering             
                                                   price(2)
-------------------------------------------------------------------------------
Common Stock,       2,000,000      $82.09375       $164,187,500   $45,644.13
$.01 par value                                                                                                                   
===============================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"),  stated above consists of (i) the aggregate number of additional shares
which may be sold upon the exercise of options  which have been  granted  and/or
may hereafter be granted under the 1982 Incentive Stock Option Plan and the 1985
Non-Qualified  Stock  Option Plan (the  "Plans").  The maximum  number of shares
which may be sold upon the exercise of such options  granted under the Plans are
subject  to  adjustment  in  accordance  with  certain  anti-dilution  and other
provisions of said Plans. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the  "Securities  Act"),  this  Registration  Statement
covers,  in  addition to the number of shares  stated  above,  an  indeterminate
number of shares which may be subject to grant or otherwise  issuable  after the
operation of any such anti-dilution and other provisions.

     (2) This  calculation  is made  solely for the purpose of  determining  the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon exercise of outstanding  options, the fee is calculated on the basis of the
price at which the options may be  exercised;  and (ii) in the case of shares of
Common Stock for which options have not yet been granted and the option price of
which is therefore unknown, the fee is calculated on the basis of the average of
the high and low sale  prices  per  share of the  Common  Stock on the  National
Market  System of the  National  Association  of  Securities  Dealers  Automated
Quotation System (NASDAQ) as of a date (January 11, 1999) within 5 business days
prior to filing this Registration Statement.
EXPLANATORY NOTE

         This  Registration  Statement  relates to the registration of 2,000,000
additional shares of Common Stock authorized for issuance under the Biogen, Inc.
1982 Incentive Stock Option Plan and the Biogen,  Inc. 1985 Non-Qualified  Stock
Option Plan. In accordance with the instructional  Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration  Statement on Form
S-8 for offers of Common Stock pursuant to the Plans.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

         (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

         (c) The Company's Reports on Form 8-K filed March 16,1998, April 8,
1998, May 7, 1998 and December 23, 1998.

         (d) The description of the Common Stock  contained in the  Registrant's
Registration  Statement on Form 8-B filed under the  Securities  Exchange Act of
1934,  including  any amendment or report filed for the purpose of updating such
description.

         All reports and other documents filed by the Registrant  after the date
hereof  pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934 prior to the filing of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and to be part hereof from the date of filing of such  reports
and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the  issuance of the shares of Common Stock  registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston,  Massachusetts.  Members
of Mintz,  Levin,  Cohn,  Ferris,  Glovsky and Popeo,  P.C.  ("Mintz Levin") and
certain  members of their families and trusts for their benefit own an aggregate
of approximately 2,150 shares of Common Stock of the Company. A former member of
Mintz,  Levin who is  currently  of  counsel  to the firm owns 500 shares of the
Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

         Incorporated herein by reference from Registration Statement on 
         Form S-3, No. 33-43721.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

(4.1)    Form of  Common  Stock  Share  Certificate  (Filed  as  Exhibit  4.1 to
         Registration Statement on Form S-3, File No.33-51639,  and incorporated
         herein by reference).

(4.2)    Articles of  Organization,  as amended  (Filed as Exhibit 3.1 to Annual
         Report on Form 10-K for the fiscal year ended  December 31, 1996,  File
         No. 0-12042, and incorporated herein by reference).

(4.3)    By-Laws, as amended (Filed as Exhibit 3.2 to Annual Report on Form 10-K
         for  the  year  ended  December  31,  1992,  file  No.   0-12042,   and
         incorporated herein by reference).

(4.4)    Rights Agreement,  dated as of May 8, 1989,  between the Registrant and
         First   National  Bank  of  Boston  as  the  Rights  Agent,   including
         Certificate of Designation of Series A Junior  Participating  Preferred
         Stock (Filed as Exhibit 1 to  Registration  Statement on Form 8-A, File
         No. 0-12042, filed May 26, 1989, and incorporated herein by reference).

(5)      Opinion of Mintz,  Levin, Cohn,  Ferris,  Glovsky and Popeo, P.C. as to
         the legality of shares being registered.

(23.1)   Consent of Mintz,  Levin,  Cohn,  Ferris,  Glovsky and Popeo,  P.C.
         (included in opinion of counsel filed as Exhibit 5).

(23.2)   Consent of Price Waterhouse Coopers LLP

(24)     Power of Attorney to file future amendments (set forth on the signature
         page of this Registration Statement.)
Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

                      (i) To include any prospectus required by Section 10(a)(3)
                  of  the Securities Act of 1933;

                      (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,  represents 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.

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

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the 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
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act of  1934  that  are  incorporated  by  reference  in this
         Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 that 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.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 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 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 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 Cambridge, Massachusetts on January 14, 1999.

                                  BIOGEN, INC.

                                 By: /s/James L. Vincent
                                     James L. Vincent
                                     Chairman of the Board and
                                       Chief Executive Officer

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

         Each person whose  signature  appears below  constitutes  and appoints,
Timothy M. Kish and  Michael J.  Astrue,  and each of them,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution in each of them, for him or her and in his or her name, place and
stead, and in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of Biogen,
Inc.,  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 or necessary to be done in
or about the premises, as full to all intents and purposes as he or 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 or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Signature                 Title                             Date

/s/ James L. Vincent      Chairman of the Board             January 14, 1999
    James L. Vincent      and Chief Executive
                          Officer (principal
                          executive officer)

 /s/ Timothy M. Kish      Vice President-Finance            January 14, 1999
     Timothy M. Kish      and Chief Financial Officer
                          (financial and accounting
                          officer)
/s/ Alexander G. Bearn    Director                          January 14, 1999
    Alexander G. Bearn

/s/ Alan Belzer           Director                          January 14, 1999
    Alan Belzer

/s/ Harold W. Buirkle     Director                          January 14, 1999
    Harold W. Buirkle

/s/ Mary L. Good          Director                          January 14, 1999
    Mary L. Good

/s/ Thomas F. Keller      Director                          January 14, 1999
    Thomas F. Keller

/s/ Roger H. Morley       Director                          January 14, 1999
    Roger H. Morley

/s/ Kenneth Murray        Director                          January 14, 1999
    Kenneth Murray

/s/ Phillip A. Sharp      Director                          January 14, 1999
     Phillip A. Sharp

/s/ Alan K. Simpson       Director                          January 14, 1999
    Alan K. Simpson

/s/ James W. Stevens      Director                          January 14, 1999
    James W. Stevens
BIOGEN, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

Exhibit                                                             Sequential
Number    Description                                                 Page No.

(4.1)     Form of  Common  Stock  Share  Certificate  (Filed as  Exhibit  4.1 to
          Registration Statement on Form S-3, File No.33-51639, and incorporated
          by reference).

(4.2)     Articles of  Organization,  as amended (Filed as Exhibit 3.1 to Annual
          Report on Form 10-K for the fiscal year ended December 31, 1996,  File
          No. 0-12042, and incorporated by reference).

(4.3)     By-Laws,  as amended  (Filed as Exhibit  3.2 to Annual  Report on Form
          10-K for the year ended  December  31,  1992,  file No.  0-12042,  and
          incorporated herein by reference).

(4.4)     Rights Agreement,  dated as of May 8, 1989, between the Registrant and
          First  National  Bank  of  Boston  as  the  Rights  Agent,   including
          Certificate of Designation of Series A Junior Participating  Preferred
          Stock (Filed as Exhibit 1 to Registration  Statement on Form 8-A, File
          No. 0-12042,filed May 26, 1989, and incorporated herein by reference).

(5)       Opinion of Mintz,  Levin, Cohn,  Ferris, Glovsky and Popeo, P.C. as to
          the legality of shares being registered.

(23.1)    Consent of Mintz,  Levin,  Cohn,  Ferris,  Glovsky and Popeo,  P.C.
          (included in opinion of counsel filed as Exhibit 5).

(23.2)    Consent of Price Waterhouse Coopers LLP

(24)      Power  of  Attorney  to  file  future  amendments  (set  forth  on the
          signature page of this Registration Statement.)