As Filed with the Securities and Exchange Commission on May 27, 1997

                                                   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)


                        Alanex Corporation1993 Stock Plan
                  Alanex Corporation 1996 Equity Incentive Plan
              Individual Alanex Corporation Stock Option Agreements
                              (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             141,488              $0.53               $74,989               $23.00
 No Par Value             Shares

 Common Stock  
 No Par Value             47,554               $7.96                $378,530                $115.00
                          Shares

<FN>
 (1)In addition,  this Registration  Statement also covers any additional shares
    of Common Stock which become  issuable  under the above plans and agreements
    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)(1) under the Securities Act of 
    1933.
</FN>
</TABLE>
<PAGE>

                                     Part II

               Information Required in the Registration Statement

         On April 28, 1997,  AGOURON  PHARMACEUTICALS,  INC.  (the  "Company" or
"Registrant") and Alanex Corporation,  a Delaware  corporation,  entered into an
Agreement and Plan of Reorganization (the "Merger  Agreement").  Pursuant to the
Merger Agreement,  on May 23, 1997 Alanex  Corporation  merged with and became a
wholly owned  subsidiary of the  Registrant.  Registrant  assumed all options to
purchase  common stock of Alanex  Corporation  issued under  Alanex's 1993 Stock
Plan,  as amended,  its 1996  Equity  Incentive  Plan and  pursuant to any other
outstanding option agreements.

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange   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, 1996;

         (2)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended  September  30,  1996,  December  31, 1996 and March 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; and

         (4)      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 Chase  Mellon  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 Vice  President,  General  Counsel  and
Secretary of the Registrant.

<PAGE>

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  of the Company  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.

     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 it 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.

<PAGE>

     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  directors  and  officers  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.

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 Chase Mellon 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     Alanex Corporation 1993 Stock Plan.

         99.2     Alanex Corporation Form of Incentive Stock Option Agreement 
                  (under the 1993 Stock Plan).

         99.3     Alanex Corporation Form of Nonstatutory Stock Option Agreement
                 (under the 1993 Stock Plan).

<PAGE>

         99.4     Alanex Corporation 1996 Equity Incentive Plan.

         99.5     Alanex  Corporation  Form of Incentive Stock Option  Agreement
                  (under the 1996 Equity  Incentive Plan).

         99.6     Alanex  Corporation Form of Nonstatutory  Stock Option 
                  Agreement (under the 1996 Equity Incentive Plan).

         99.7     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Marvin R. Brown.

         99.8     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Alexander Polinsky.

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;

                           (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  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 

<PAGE>

         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.

<PAGE>


                                      II-1
                                   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 May 23, 1997.

                          AGOURON PHARMACEUTICALS, INC.

May 23, 1997                                By       /s/ Peter Johnson
                                                     -------------------------
                                                     Peter Johnson
                                                     President, Principal 
                                                     Executive Officer


May 23, 1997                                By       /s/ Steven S. Cowell
                                                     -------------------------
                                                     Steven S. Cowell
                                                     Vice  President,   Finance,
                                                     Chief   Financial   Officer
                                                     and Principal Accounting 
                                                     Officer

<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,     May 23, 1997
---------------------------               and Director
Peter Johnson                             

/s/ Steven S. Cowell                      Vice President, Finance, Chief Financial    May 23, 1997
---------------------------               Officer and Principal Accounting Officer 
Steven S. Cowell                          

/s/ Gary E. Friedman                      Vice President and General Counsel,         May 23, 1997
---------------------------               Secretary and Director
Gary E. Friedman                          

/s/ John N. Abelson                       Director                                    May 20, 1997
---------------------------
John N. Abelson

/s/ Patricia M. Cloherty                  Director                                    May 16, 1997
---------------------------
Patricia M. Cloherty

/s/ A.E. Cohen                            Director                                    May 20, 1997
A.E. Cohen

/s/ Michael E. Herman                     Director                                    May 17, 1997
---------------------------
Michael E. Herman

/s/ Irving S. Johnson                     Director                                    May 20, 1997
---------------------------
Irving S. Johnson

/s/Antonie T. Knoppers                    Director                                    May 17, 1997
Antonie T. Knoppers

/s/ Melvin I. Simon                       Director                                    May 19, 1997
---------------------------
Melvin I. Simon

</TABLE>
<PAGE>

                                  EXHIBIT INDEX

      EXHIBIT

         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 Chase Mellon 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     Alanex Corporation 1993 Stock Plan.

         99.2     Alanex Corporation Form of Incentive Stock Option Agreement 
                  (under the 1993 Stock Plan).

         99.3     Alanex Corporation Form of Nonstatutory Stock Option Agreement
                 (under the 1993 Stock Plan).

         99.4     Alanex Corporation 1996 Equity Incentive Plan.

         99.5     Alanex  Corporation  Form of Incentive Stock Option  Agreement
                  (under the 1996 Equity  Incentive Plan).

         99.6     Alanex  Corporation Form of Nonstatutory  Stock Option 
                  Agreement (under the 1996 Equity Incentive Plan).

         99.7     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Marvin R. Brown.

         99.8     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Alexander Polinsky.

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24781}]
{"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": "333-27811", "film-number": "97614120"}, "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 May 27, 1997

                                                   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)

                        Alanex Corporation1993 Stock Plan
                  Alanex Corporation 1996 Equity Incentive Plan
              Individual Alanex Corporation Stock Option Agreements
                              (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             141,488              $0.53               $74,989               $23.00
 No Par Value             Shares

 Common Stock  
 No Par Value             47,554               $7.96                $378,530                $115.00
                          Shares
(1)In addition,  this Registration  Statement also covers any additional shares
    of Common Stock which become  issuable  under the above plans and agreements
    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)(1) under the Securities Act of 
    1933.
Part II

               Information Required in the Registration Statement

         On April 28, 1997,  AGOURON  PHARMACEUTICALS,  INC.  (the  "Company" or
"Registrant") and Alanex Corporation,  a Delaware  corporation,  entered into an
Agreement and Plan of Reorganization (the "Merger  Agreement").  Pursuant to the
Merger Agreement,  on May 23, 1997 Alanex  Corporation  merged with and became a
wholly owned  subsidiary of the  Registrant.  Registrant  assumed all options to
purchase  common stock of Alanex  Corporation  issued under  Alanex's 1993 Stock
Plan,  as amended,  its 1996  Equity  Incentive  Plan and  pursuant to any other
outstanding option agreements.

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange   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, 1996;

         (2)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended  September  30,  1996,  December  31, 1996 and March 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; and

         (4)      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 Chase  Mellon  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 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  of the Company  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.

     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 it 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  directors  and  officers  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.

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 Chase Mellon 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     Alanex Corporation 1993 Stock Plan.

         99.2     Alanex Corporation Form of Incentive Stock Option Agreement 
                  (under the 1993 Stock Plan).

         99.3     Alanex Corporation Form of Nonstatutory Stock Option Agreement
                 (under the 1993 Stock Plan).
99.4     Alanex Corporation 1996 Equity Incentive Plan.

         99.5     Alanex  Corporation  Form of Incentive Stock Option  Agreement
                  (under the 1996 Equity  Incentive Plan).

         99.6     Alanex  Corporation Form of Nonstatutory  Stock Option 
                  Agreement (under the 1996 Equity Incentive Plan).

         99.7     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Marvin R. Brown.

         99.8     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Alexander Polinsky.

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;

                           (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  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 (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-1
                                   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 May 23, 1997.

                          AGOURON PHARMACEUTICALS, INC.

May 23, 1997                                By       /s/ Peter Johnson
                                                     -------------------------
                                                     Peter Johnson
                                                     President, Principal 
                                                     Executive Officer

May 23, 1997                                By       /s/ Steven S. Cowell
                                                     -------------------------
                                                     Steven S. Cowell
                                                     Vice  President,   Finance,
                                                     Chief   Financial   Officer
                                                     and Principal Accounting 
                                                     Officer
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,     May 23, 1997
---------------------------               and Director
Peter Johnson                             

/s/ Steven S. Cowell                      Vice President, Finance, Chief Financial    May 23, 1997
---------------------------               Officer and Principal Accounting Officer 
Steven S. Cowell                          

/s/ Gary E. Friedman                      Vice President and General Counsel,         May 23, 1997
---------------------------               Secretary and Director
Gary E. Friedman                          

/s/ John N. Abelson                       Director                                    May 20, 1997
---------------------------
John N. Abelson

/s/ Patricia M. Cloherty                  Director                                    May 16, 1997
---------------------------
Patricia M. Cloherty

/s/ A.E. Cohen                            Director                                    May 20, 1997
A.E. Cohen

/s/ Michael E. Herman                     Director                                    May 17, 1997
---------------------------
Michael E. Herman

/s/ Irving S. Johnson                     Director                                    May 20, 1997
---------------------------
Irving S. Johnson

/s/Antonie T. Knoppers                    Director                                    May 17, 1997
Antonie T. Knoppers

/s/ Melvin I. Simon                       Director                                    May 19, 1997
---------------------------
Melvin I. Simon
EXHIBIT INDEX

      EXHIBIT

         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 Chase Mellon 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     Alanex Corporation 1993 Stock Plan.

         99.2     Alanex Corporation Form of Incentive Stock Option Agreement 
                  (under the 1993 Stock Plan).

         99.3     Alanex Corporation Form of Nonstatutory Stock Option Agreement
                 (under the 1993 Stock Plan).

         99.4     Alanex Corporation 1996 Equity Incentive Plan.

         99.5     Alanex  Corporation  Form of Incentive Stock Option  Agreement
                  (under the 1996 Equity  Incentive Plan).

         99.6     Alanex  Corporation Form of Nonstatutory  Stock Option 
                  Agreement (under the 1996 Equity Incentive Plan).

         99.7     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Marvin R. Brown.

         99.8     Alanex Corporation Nonstatutory Stock Option Agreement for 
                  Alexander Polinsky.