As Filed with the Securities and Exchange Commission on February 19, 1998

                                                        Registration No.
                                                                        -------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          AGOURON PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

       California                                     33-0061928
(State or other jurisdiction of                (I.R.S. Employer 
 incorporation or organization)                 Identification Number)

                          10350 North Torrey Pines Road
                           La Jolla, California 92037
                    (Address of Principal Executive Offices)

          AGOURON PHARMACEUTICALS, INC. 1998 EMPLOYEE STOCK OPTION PLAN
                              (Full title of plan)

                                  PETER JOHNSON
                          Agouron Pharmaceuticals, Inc.
                          10350 North Torrey Pines Road
                           La Jolla, California 92037
                                  (619) 622-3000
           (Telephone number, including area code, of agent for service)


                         Calculation of Registration Fee

<TABLE>
<CAPTION>
<S>                    <C>                  <C>                  <C>                 <C>

   Title of             Amount to be          Proposed             Proposed
securities to          registered(1)          Maximum              Maximum              Amount of
be registered                                 offering            Aggregate           Registration
                                             price per             Offering                Fee
                                              unit(2)              Price(2)

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

 Common Stock            1,000,000            $38.0625           $38,062,500         $11,534.09
 No par Value              Shares

  Options to
   Purchase              1,000,000              N/A                   N/A                  N/A
 Common Stock
</TABLE>



(1)   In addition, this Registration Statement also covers any additional shares
      of Common Stock which become  issuable under the Agouron  Pharmaceuticals,
      Inc.  1998  Employee  Stock  Option Plan by reason of any stock  dividend,
      stock  split,  recapitalization  or  other  similar  transaction  effected
      without the receipt of  consideration  which results in an increase in the
      number of the Registrant's outstanding shares of Common Stock.
(2)   Calculated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the registration  fee. The price per
      share and aggregate  offering price are based upon the average of the high
      and low  prices of  Registrant's  Common  Stock on  February  13,  1998 as
      reported on the Nasdaq Stock Market.




<PAGE>



                                     Part II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by AGOURON  PHARMACEUTICALS,  INC. (the
"Company"  or  "Registrant")   with  the  Securities  and  Exchange   Commission
("Commission") are incorporated by reference in this Registration Statement:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.

         (2)      The  Company's Quarterly Reports on Form 10-Q for the quarters
                  ended  September  30, 1997 and December 31, 1997.

         (3)      The description of the Company's Common Stock contained in the
                  Company's  Form 8-A  Registration  Statement  filed  April 17,
                  1987,  including any amendment or report filed for the purpose
                  of updating such description, together with the Company's Form
                  8-A Registration Statement filed on November 7, 1996, in which
                  there is described the terms, rights and provisions applicable
                  to the  Company's  outstanding  Common  Stock under the Rights
                  Agreement  dated as of November  7, 1996,  between the Company
                  and ChaseMellon  Shareholder Services,  L.L.C.,  including any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

         In addition,  all documents  subsequently filed by the Company 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  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Gary E. Friedman,  Esq., who has provided the opinion to the Registrant
on the validity of the securities  being registered which is attached as Exhibit
5 to this Registration Statement,  is Corporate Vice President,  General Counsel
and Secretary of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California  General  Corporation Law generally  provides
indemnification  to officers  and  directors  of the Company  against  expenses,
judgments,  fines and amounts paid in settlement  under certain  conditions  and
subject to certain limitations.

     Article VII of the articles of  incorporation  of the Company provides that
liability  of the  directors  of the  Company  for  monetary  damages  shall  be
eliminated to the fullest extent  permissible  under  California  law.  Further,
Article VIII of the articles of incorporation  authorizes the Company to provide
indemnification  of agents (as defined in Section 317) for breach of duty to the
Company and its shareholders through bylaw provisions or through agreements with
such agents, or both, in excess of the  indemnification  otherwise  permitted by
Section 317, subject to the limits on such excess  indemnification  set forth in
Section 317.
                                     II-1
<PAGE>
     Section  3.15 of the  bylaws  of the  Company  authorizes  the  Company  to
indemnify any person who was or is a party, or is threatened to be made a party,
to any  proceeding  (other  than  actions  by or in the right of the  Company to
procure a judgment  in its  favor) by reason of the fact that such  person is or
was an agent of the Company, against expenses, judgments, fines, settlements and
other  amounts  actually  and  reasonably   incurred  in  connection  with  such
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed to be in the best  interests of the  Company.  Section 3.15
also authorizes the Company to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action by
or in the right of the  Company to procure a judgment  in its favor by reason of
the fact that such person is or was an agent of the  Company,  against  expenses
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action if such person acted in good faith.

     Any indemnification under Section 3.15 is to be made by the Company only if
authorized in the specific case upon determination  that  indemnification of the
agent is proper in the  circumstances  because the agent has met the  applicable
standard of conduct required by Paragraphs 3.15.2 or 3.15.3 of the bylaws.

     Pursuant to authorization  provided under the articles of incorporation and
the bylaws, the Company has entered into indemnification agreements with each of
its present directors. The Company has also entered into similar agreements with
certain  of the  Company's  officers  who  are  not  directors.  Generally,  the
indemnification  agreements attempt to provide the maximum protection  permitted
by California  law as such law may be amended from time to time.  Moreover,  the
indemnification agreements provide for certain additional indemnification. Under
such  additional  indemnification  provisions,  however,  an individual will not
receive  indemnification for judgments,  settlements or expenses if he or she is
found liable to the Company (except to the extent the court determines he or she
is fairly and reasonably entitled to indemnity for expenses) for settlements not
approved by the Company or for settlements and expenses if the settlement is not
approved by the court. The indemnification agreements provide for the Company to
advance to the individual any and all reasonable  expenses (including legal fees
and expenses)  incurred in investigating  or defending any such action,  suit or
proceeding.  In order to receive an advance of  expenses,  the  individual  must
submit  to the  Company  copies  of  invoices  presented  to him or her for such
expenses.  Also, the  individual  must repay such advances upon a final judicial
decision that he or she is not entitled to indemnification.

     Section  3.15  of  the  bylaws  also  provides  that,  in  the  event  of a
determination by the Board of Directors of the Company to purchase insurance for
certain of its agents,  the Company  shall  purchase and  maintain  insurance on
behalf of any such agent against  liability  asserted against or incurred by the
agent in such capacity or arising out of the agent's status,  whether or not the
Company would have the power to indemnify the agent against such liability under
the provisions of Section 3.15.

     The  Company  has in  effect  liability  insurance  policies  which  insure
directors and officers of the Company. Although the Company intends to renew the
policies on or before their  expiration date, there can be no assurance that the
policies will be renewed on terms acceptable to the Company. Under the policies,
the directors and officers of the Company are insured  against loss arising from
claims made against them due to wrongful  acts while acting in their  individual
and  collective  capacities  as  directors  and  officers,  subject  to  certain
exclusions.  In addition,  the policies  insure the Company  against  losses for
which its  directors  and officers are entitled to  indemnification,  subject to
certain  retentions  payable by the  Company.  The  policies  are "claims  made"
policies and provide  coverage only for losses  arising out of claims first made
against the Company and reported to the insurer during the policy period.

                                    II-2
<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         4.1      Restated  Articles of  Incorporation  dated  October 20, 1990,
                  incorporated  by reference to the Company's  Form 10-Q for the
                  quarter ended December 31, 1992.

         4.2      Rights  Agreement  dated as of November  7, 1996,  between the
                  Company and ChaseMellon  Shareholder  Services,  L.L.C., which
                  includes  the  Certificate  of  Designation,  Preferences  and
                  Rights of Series B Participating Preferred Stock as Exhibit A,
                  the Form of Rights  Certificate  as  Exhibit B and the Form of
                  Summary of Rights as Exhibit C,  incorporated  by reference to
                  Exhibit 4.4 of the Company's  current report on Form 8-K dated
                  November 7, 1996.

         5        Opinion of Gary E. Friedman, Esq.

         23.1     Consent of Price Waterhouse LLP.

         23.2     Consent of Gary E. Friedman, Esq.(included in his opinion 
                  filed as Exhibit 5).

         24       Power of Attorney  (contained on signature page of this 
                  Registration Statement).

         99.1     Agouron Pharmaceuticals, Inc. 1998 Employee Stock Option Plan.

         99.2     Form of Notice of Grant.

         99.3     Agouron Pharmaceuticals, Inc.1998 Employee Non-Statutory Stock
                  Option Agreement.

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 this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  hereof)  which,  individually  or  in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this 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) 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;

                                              II-3
<PAGE>
                           (iii)  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 paragraphs (a)(l)(i) and (a)(l)(ii) do
                  not apply if the  Registration  Statement is on Form S-3, Form
                  S-8 or Form F-3, and the  information  required to be included
                  in a post-effective amendment by those paragraphs 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 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 (and each  filing of the annual  report of the
Plan pursuant to 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.


                                      II-4
<PAGE>



                                  SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Diego, State of California, on February 18, 1998.

                                    AGOURON PHARMACEUTICALS, INC.

February 18, 1998       By      /s/ Peter Johnson
                                -------------------------------------
                                Peter Johnson
                                President, Principal Executive Officer


February 18, 1998       By      /s/ Steven S. Cowell
                                -----------------------------------
                                Steven S. Cowell
                                Corporate Vice  President,  Finance,
                                Chief Financial Officer and Principal Accounting
                                Officer

                                     II-5
<PAGE>



                               POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Peter Johnson and Gary E. Friedman,  or
any of them, his true and lawful attorney-in-fact and agents, 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 or all  amendments  to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
under  documents  in  connection  therewith  with the  Securities  and  Exchange
Commission,  granting  unto said  attorney-in-fact  and  agents  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and 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 their  substitute  or  substitutes,  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 date indicated.
<TABLE>
<CAPTION>
<S>                                       <C>                                         <C>

Signature                                 Title                                       Date

/s/ Peter Johnson                         President, Principal Executive Officer,     February 18, 1998
------------------------------------      and Director
Peter Johnson

/s/ Steven S. Cowell                      Corporate Vice President, Finance, Chief    February 18, 1998
------------------------------------      Financial Officer and Principal
Steven S. Cowell                          Accounting Officer

/s/ Gary E. Friedman                      Corporate Vice President, General           February 18, 1998
------------------------------------      Counsel, Secretary and Director
Gary E. Friedman

/s/ John N. Abelson                       Director                                    February 18, 1998
------------------------------------
John N. Abelson

/s/ Patricia M. Cloherty                  Director                                    February 18, 1998
---------------------------
Patricia M. Cloherty

/s/ A.E. Cohen                            Director                                    February 18, 1998
------------------------------------
A.E. Cohen

/s/ Michael E. Herman                     Director                                    February 18, 1998
------------------------------------
Michael E. Herman

/s/ Irving S. Johnson                     Director                                    February 18, 1998
------------------------------------
Irving S. Johnson

/s/Antonie T. Knoppers                    Director                                    February 18, 1998
------------------------------------
Antonie T. Knoppers

/s/ Melvin I. Simon                       Director                                    February 18, 1998
------------------------------------
Melvin I. Simon


                                          II-6
</TABLE>



<PAGE>



                                              EXHIBIT INDEX

<TABLE>
<CAPTION>
      <S>                                                                                                  <C>


      EXHIBIT                                                                                         Page

         4.1      Restated  Articles of  Incorporation  dated  October 20, 1990,
                  incorporated  by reference to the Company's  Form 10-Q for the
                  quarter ended December 31, 1992.

         4.2      Rights Agreement dated as of November 7, 1996, between
                  the Company and ChaseMellon Shareholder Services,
                  L.L.C., which includes the Certificate of Designation,
                  Preferences and Rights of Series B Participating Preferred
                  Stock as Exhibit A, the Form of Rights Certificate as
                  Exhibit B and the Form of Summary of Rights as Exhibit C,
                  incorporated by reference to Exhibit 4.4 of the Company's
                  current report on Form 8-K dated November 7, 1996.

         5        Opinion of Gary E. Friedman, Esq.

         23.1     Consent of Price Waterhouse LLP.

         23.2     Consent of Gary E.  Friedman,  Esq.  (included in his opinion filed as
                  Exhibit 5).

         24       Power  of  Attorney  (contained  on  signature  page  of  this
                  Registration Statement).

         99.1     Agouron Pharmaceuticals, Inc. 1998 Employee Stock Option Plan.

         99.2     Form of Notice of Grant.

         99.3     Agouron  Pharmaceuticals,   Inc.  1998  Employee  Non-Statutory  Stock
                  Option Agreement.
</TABLE>



                                        E-1
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24410}]
{"company-data": {"conformed-name": "AGOURON PHARMACEUTICALS INC", "cik": "0000811210", "assigned-sic": "2834", "irs-number": "330061928", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46531", "film-number": "98545116"}, "business-address": {"street1": "10350 NORTH TORREY PINES ROAD, SUITE 100", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "6196223000"}, "mail-address": {"street1": "10350 NORTH TORREY PINES ROAD", "city": "LA JOLLA", "state": "CA", "zip": "92037"}}
As Filed with the Securities and Exchange Commission on February 19, 1998

                                                        Registration No.
                                                                        -------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          AGOURON PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

       California                                     33-0061928
(State or other jurisdiction of                (I.R.S. Employer 
 incorporation or organization)                 Identification Number)

                          10350 North Torrey Pines Road
                           La Jolla, California 92037
                    (Address of Principal Executive Offices)

          AGOURON PHARMACEUTICALS, INC. 1998 EMPLOYEE STOCK OPTION PLAN
                              (Full title of plan)

                                  PETER JOHNSON
                          Agouron Pharmaceuticals, Inc.
                          10350 North Torrey Pines Road
                           La Jolla, California 92037
                                  (619) 622-3000
           (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
Title of             Amount to be          Proposed             Proposed
securities to          registered(1)          Maximum              Maximum              Amount of
be registered                                 offering            Aggregate           Registration
                                             price per             Offering                Fee
                                              unit(2)              Price(2)

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

 Common Stock            1,000,000            $38.0625           $38,062,500         $11,534.09
 No par Value              Shares

  Options to
   Purchase              1,000,000              N/A                   N/A                  N/A
 Common Stock
(1)   In addition, this Registration Statement also covers any additional shares
      of Common Stock which become  issuable under the Agouron  Pharmaceuticals,
      Inc.  1998  Employee  Stock  Option Plan by reason of any stock  dividend,
      stock  split,  recapitalization  or  other  similar  transaction  effected
      without the receipt of  consideration  which results in an increase in the
      number of the Registrant's outstanding shares of Common Stock.
(2)   Calculated in accordance with Rule 457(h) under the Securities Act of 1933
      solely for the purpose of calculating the registration  fee. The price per
      share and aggregate  offering price are based upon the average of the high
      and low  prices of  Registrant's  Common  Stock on  February  13,  1998 as
      reported on the Nasdaq Stock Market.
Part II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by AGOURON  PHARMACEUTICALS,  INC. (the
"Company"  or  "Registrant")   with  the  Securities  and  Exchange   Commission
("Commission") are incorporated by reference in this Registration Statement:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.

         (2)      The  Company's Quarterly Reports on Form 10-Q for the quarters
                  ended  September  30, 1997 and December 31, 1997.

         (3)      The description of the Company's Common Stock contained in the
                  Company's  Form 8-A  Registration  Statement  filed  April 17,
                  1987,  including any amendment or report filed for the purpose
                  of updating such description, together with the Company's Form
                  8-A Registration Statement filed on November 7, 1996, in which
                  there is described the terms, rights and provisions applicable
                  to the  Company's  outstanding  Common  Stock under the Rights
                  Agreement  dated as of November  7, 1996,  between the Company
                  and ChaseMellon  Shareholder Services,  L.L.C.,  including any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

         In addition,  all documents  subsequently filed by the Company 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  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Gary E. Friedman,  Esq., who has provided the opinion to the Registrant
on the validity of the securities  being registered which is attached as Exhibit
5 to this Registration Statement,  is Corporate Vice President,  General Counsel
and Secretary of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California  General  Corporation Law generally  provides
indemnification  to officers  and  directors  of the Company  against  expenses,
judgments,  fines and amounts paid in settlement  under certain  conditions  and
subject to certain limitations.

     Article VII of the articles of  incorporation  of the Company provides that
liability  of the  directors  of the  Company  for  monetary  damages  shall  be
eliminated to the fullest extent  permissible  under  California  law.  Further,
Article VIII of the articles of incorporation  authorizes the Company to provide
indemnification  of agents (as defined in Section 317) for breach of duty to the
Company and its shareholders through bylaw provisions or through agreements with
such agents, or both, in excess of the  indemnification  otherwise  permitted by
Section 317, subject to the limits on such excess  indemnification  set forth in
Section 317.
                                     II-1
Section  3.15 of the  bylaws  of the  Company  authorizes  the  Company  to
indemnify any person who was or is a party, or is threatened to be made a party,
to any  proceeding  (other  than  actions  by or in the right of the  Company to
procure a judgment  in its  favor) by reason of the fact that such  person is or
was an agent of the Company, against expenses, judgments, fines, settlements and
other  amounts  actually  and  reasonably   incurred  in  connection  with  such
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed to be in the best  interests of the  Company.  Section 3.15
also authorizes the Company to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action by
or in the right of the  Company to procure a judgment  in its favor by reason of
the fact that such person is or was an agent of the  Company,  against  expenses
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action if such person acted in good faith.

     Any indemnification under Section 3.15 is to be made by the Company only if
authorized in the specific case upon determination  that  indemnification of the
agent is proper in the  circumstances  because the agent has met the  applicable
standard of conduct required by Paragraphs 3.15.2 or 3.15.3 of the bylaws.

     Pursuant to authorization  provided under the articles of incorporation and
the bylaws, the Company has entered into indemnification agreements with each of
its present directors. The Company has also entered into similar agreements with
certain  of the  Company's  officers  who  are  not  directors.  Generally,  the
indemnification  agreements attempt to provide the maximum protection  permitted
by California  law as such law may be amended from time to time.  Moreover,  the
indemnification agreements provide for certain additional indemnification. Under
such  additional  indemnification  provisions,  however,  an individual will not
receive  indemnification for judgments,  settlements or expenses if he or she is
found liable to the Company (except to the extent the court determines he or she
is fairly and reasonably entitled to indemnity for expenses) for settlements not
approved by the Company or for settlements and expenses if the settlement is not
approved by the court. The indemnification agreements provide for the Company to
advance to the individual any and all reasonable  expenses (including legal fees
and expenses)  incurred in investigating  or defending any such action,  suit or
proceeding.  In order to receive an advance of  expenses,  the  individual  must
submit  to the  Company  copies  of  invoices  presented  to him or her for such
expenses.  Also, the  individual  must repay such advances upon a final judicial
decision that he or she is not entitled to indemnification.

     Section  3.15  of  the  bylaws  also  provides  that,  in  the  event  of a
determination by the Board of Directors of the Company to purchase insurance for
certain of its agents,  the Company  shall  purchase and  maintain  insurance on
behalf of any such agent against  liability  asserted against or incurred by the
agent in such capacity or arising out of the agent's status,  whether or not the
Company would have the power to indemnify the agent against such liability under
the provisions of Section 3.15.

     The  Company  has in  effect  liability  insurance  policies  which  insure
directors and officers of the Company. Although the Company intends to renew the
policies on or before their  expiration date, there can be no assurance that the
policies will be renewed on terms acceptable to the Company. Under the policies,
the directors and officers of the Company are insured  against loss arising from
claims made against them due to wrongful  acts while acting in their  individual
and  collective  capacities  as  directors  and  officers,  subject  to  certain
exclusions.  In addition,  the policies  insure the Company  against  losses for
which its  directors  and officers are entitled to  indemnification,  subject to
certain  retentions  payable by the  Company.  The  policies  are "claims  made"
policies and provide  coverage only for losses  arising out of claims first made
against the Company and reported to the insurer during the policy period.

                                    II-2
Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         4.1      Restated  Articles of  Incorporation  dated  October 20, 1990,
                  incorporated  by reference to the Company's  Form 10-Q for the
                  quarter ended December 31, 1992.

         4.2      Rights  Agreement  dated as of November  7, 1996,  between the
                  Company and ChaseMellon  Shareholder  Services,  L.L.C., which
                  includes  the  Certificate  of  Designation,  Preferences  and
                  Rights of Series B Participating Preferred Stock as Exhibit A,
                  the Form of Rights  Certificate  as  Exhibit B and the Form of
                  Summary of Rights as Exhibit C,  incorporated  by reference to
                  Exhibit 4.4 of the Company's  current report on Form 8-K dated
                  November 7, 1996.

         5        Opinion of Gary E. Friedman, Esq.

         23.1     Consent of Price Waterhouse LLP.

         23.2     Consent of Gary E. Friedman, Esq.(included in his opinion 
                  filed as Exhibit 5).

         24       Power of Attorney  (contained on signature page of this 
                  Registration Statement).

         99.1     Agouron Pharmaceuticals, Inc. 1998 Employee Stock Option Plan.

         99.2     Form of Notice of Grant.

         99.3     Agouron Pharmaceuticals, Inc.1998 Employee Non-Statutory Stock
                  Option Agreement.

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 this Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  hereof)  which,  individually  or  in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this 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) 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;

                                              II-3
(iii)  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 paragraphs (a)(l)(i) and (a)(l)(ii) do
                  not apply if the  Registration  Statement is on Form S-3, Form
                  S-8 or Form F-3, and the  information  required to be included
                  in a post-effective amendment by those paragraphs 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 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 (and each  filing of the annual  report of the
Plan pursuant to 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.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Diego, State of California, on February 18, 1998.

                                    AGOURON PHARMACEUTICALS, INC.

February 18, 1998       By      /s/ Peter Johnson
                                -------------------------------------
                                Peter Johnson
                                President, Principal Executive Officer

February 18, 1998       By      /s/ Steven S. Cowell
                                -----------------------------------
                                Steven S. Cowell
                                Corporate Vice  President,  Finance,
                                Chief Financial Officer and Principal Accounting
                                Officer

                                     II-5
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Peter Johnson and Gary E. Friedman,  or
any of them, his true and lawful attorney-in-fact and agents, 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 or all  amendments  to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
under  documents  in  connection  therewith  with the  Securities  and  Exchange
Commission,  granting  unto said  attorney-in-fact  and  agents  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and 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 their  substitute  or  substitutes,  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 date indicated.
Signature                                 Title                                       Date

/s/ Peter Johnson                         President, Principal Executive Officer,     February 18, 1998
------------------------------------      and Director
Peter Johnson

/s/ Steven S. Cowell                      Corporate Vice President, Finance, Chief    February 18, 1998
------------------------------------      Financial Officer and Principal
Steven S. Cowell                          Accounting Officer

/s/ Gary E. Friedman                      Corporate Vice President, General           February 18, 1998
------------------------------------      Counsel, Secretary and Director
Gary E. Friedman

/s/ John N. Abelson                       Director                                    February 18, 1998
------------------------------------
John N. Abelson

/s/ Patricia M. Cloherty                  Director                                    February 18, 1998
---------------------------
Patricia M. Cloherty

/s/ A.E. Cohen                            Director                                    February 18, 1998
------------------------------------
A.E. Cohen

/s/ Michael E. Herman                     Director                                    February 18, 1998
------------------------------------
Michael E. Herman

/s/ Irving S. Johnson                     Director                                    February 18, 1998
------------------------------------
Irving S. Johnson

/s/Antonie T. Knoppers                    Director                                    February 18, 1998
------------------------------------
Antonie T. Knoppers

/s/ Melvin I. Simon                       Director                                    February 18, 1998
------------------------------------
Melvin I. Simon

                                          II-6
EXHIBIT INDEX
EXHIBIT                                                                                         Page

         4.1      Restated  Articles of  Incorporation  dated  October 20, 1990,
                  incorporated  by reference to the Company's  Form 10-Q for the
                  quarter ended December 31, 1992.

         4.2      Rights Agreement dated as of November 7, 1996, between
                  the Company and ChaseMellon Shareholder Services,
                  L.L.C., which includes the Certificate of Designation,
                  Preferences and Rights of Series B Participating Preferred
                  Stock as Exhibit A, the Form of Rights Certificate as
                  Exhibit B and the Form of Summary of Rights as Exhibit C,
                  incorporated by reference to Exhibit 4.4 of the Company's
                  current report on Form 8-K dated November 7, 1996.

         5        Opinion of Gary E. Friedman, Esq.

         23.1     Consent of Price Waterhouse LLP.

         23.2     Consent of Gary E.  Friedman,  Esq.  (included in his opinion filed as
                  Exhibit 5).

         24       Power  of  Attorney  (contained  on  signature  page  of  this
                  Registration Statement).

         99.1     Agouron Pharmaceuticals, Inc. 1998 Employee Stock Option Plan.

         99.2     Form of Notice of Grant.

         99.3     Agouron  Pharmaceuticals,   Inc.  1998  Employee  Non-Statutory  Stock
                  Option Agreement.
E-1