As filed with the Securities and Exchange Commission on October 17, 1996    
Registration No. ________    
    
SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    
    
FORM S-8    
REGISTRATION STATEMENT UNDER    
THE SECURITIES ACT OF 1933    
    
PENEDERM INCORPORATED             
(Exact name of registrant as specified in its charter)    
California                                   77-0146116      
(State or other jurisdiction of          (I.R.S. Employer     
incorporation or organization)          Identification No.)    
    
320 Lakeside Drive, Foster City, California 94404    
(Address of principal executive offices)    
    
    
         EQUITY INCENTIVE PLAN and    
        EMPLOYEE STOCK PURCHASE PLAN         
          (Full title of the plan)    
    
         Lloyd H. Malchow    
     Penederm Incorporated    
       320 Lakeside Drive    
Foster City, California 94404       
(Name and address of agent for service)    
    
            (415) 358-0100                           
(Telephone number, including area code, of agent for service)    
    
Copy to:  Richard Friedman    
Heller Ehrman White & McAuliffe    
525 University Avenue    
Palo Alto, California  94301-1908    
(415) 324-7000    
    
    
             CALCULATION OF REGISTRATION FEE    
    
Title of                         Proposed       Proposed          
Securities      Amount to        Maximum        Maximum        Amount    
to be             to be          offering       aggregate        of   
registered      registered       price per      offering    registration   
                                 share (1)       price           fee   
----------      ----------       ---------      ---------   ------------   
Common Stock   
(no par value)   450,000         $ 8.00         $ 3,600,000  $ 1,090.91   
    
(1)  Estimated (solely for the purpose of calculating the registration 
fee) on the basis of the last sale reported of the registrant's Common 
Stock on the Nasdaq National Market on October 16, 1996 (as     
reported in The Wall Street Journal on October 17, 1996).    
    
- 1 -    
<PAGE>    
          EXPLANATORY NOTE    
    
     Penederm Incorporated, a California corporation (the "Registrant"), 
previously filed (i) a Registration Statement on Form S-8 (No. 33-76100) 
on March 4, 1994, covering, 1,018,714 shares issuable under Registrant's 
Employee Stock Option Plan, as amended, Consultant Stock Option Plan, as 
amended, Equity Incentive Plan ("Incentive Plan") and 1994 Nonemployee 
Directors Stock Option Plan and (ii) a Registration Statement on Form S-
8 (No. 33-92884) on June 8, 1995, covering 50,000 shares issuable under 
Registrant's Employee Stock Purchase Plan ("Purchase Plan").  This 
Registration Statement on Form S-8 is filed pursuant to Rule 413 and the 
general instruction to Form S-8 entitled "Registration of Additional  
Securities" and is made for the purpose of registering an additional  
450,000 shares of the same class of securities previously filed under  
the above-referenced Registration Statements, which are issuable under  
the Incentive Plan and the Purchase Plan.  
    
- 2 -    
<PAGE>    
    
PART II    
    
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT    
    
Item 3.     Incorporation of Documents by Reference    
    
     The following documents filed or to be filed with the Commission by     
the registrant are incorporated by reference in this registration     
statement:    
    
     (a)     The registrant's latest annual report (Form 10-K) filed     
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of     
1934, as amended (the "Exchange Act"), or the latest prospectus filed     
pursuant to Rule 424(b) under the Securities Act of 1933, as amended     
(the "Securities Act"), that contains audited financial statements for     
the registrant's latest fiscal year for which such statements have been     
filed;    
    
     (b)     All other reports filed by the registrant pursuant to     
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal     
year covered by the annual report or prospectus referred to in (a)     
above;    
    
     (c)     The description of the Common Stock of the registrant     
contained in the registration statement filed under the Exchange Act     
registering such Common Stock under Section 12 of the Exchange Act.    
    
     All documents subsequently filed by the registrant pursuant to     
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the     
filing of a post-effective amendment which indicates that all securities     
offered hereby have been sold or which deregisters all securities then     
remaining unsold, shall be deemed to be incorporated by reference in     
this registration statement and to be part thereof from the date of     
filing of such documents.    
    
Item 4.     Description of Securities    
    
     Not applicable.    
    
Item 5.     Interests of Named Experts and Counsel    
    
     Not applicable.    
    
Item 6.     Indemnification of Directors and Officers    
    
     Pursuant to Sections 204(a) and 317 of the California Corporations     
Code, as amended, the registrant has included in its articles of     
incorporation and by-laws provisions regarding the indemnification of     
officers and directors of the registrant. Article Fourth of the     
registrant's Restated Articles of Incorporation provides as follows:     
    
- 3 -    
<PAGE>    
    
"Fourth: The liability of the directors of this corporation for monetary     
damages shall be eliminated to the fullest extent permissible under     
California law. This corporation is also authorized, to the fullest     
extent permissible under California law, to indemnify its agents (as     
defined in Section 317 of the California Corporations Code), whether by     
by-law, agreement or otherwise, in excess of the indemnification     
expressly permitted by Section 317 and to advance defense expenses to     
its agents in connection with such matters as they are incurred. If,     
after the effective date of this Article, California law is amended in a     
manner which permits a corporation to limit the monetary or other     
liability of its directors or to authorize indemnification of, or     
advancement of such defense expenses to, its directors or other persons,     
in any such case to a greater extent than is permitted on such effective     
date, the references in this Article to `California law' shall to that     
extent be deemed to refer to California law as so amended."    
    
Section 29 of the registrant's By-Laws, as amended, provides as follows:     
    
"29.   Indemnification of Directors and Officers.    
    
 (a)  Indemnification.  To the fullest extent permissible under     
California law, the corporation shall indemnify its directors and     
officers against all expenses, judgments, fines, settlement and other     
amounts actually and reasonably incurred by them in connection with any     
proceeding, including an action by or in the right of the corporation,     
by reason of the fact that such person is or was a director or officer     
of the corporation, or is or was serving at the request of the     
corporation as a director, officer, trustee, employee or agent of     
another corporation, or of a partnership, joint venture, trust or other     
enterprise (including service with respect to employee benefit plans).     
To the fullest extent permissible under California law, expenses     
incurred by a director or officer seeking indemnification under this By-    
law in defending any proceeding shall be advanced by the corporation as     
they are incurred upon receipt by the corporation of an undertaking by     
or on behalf of the director or officer to repay such amount if it shall     
ultimately be determined that the director or officer is not entitled to     
be indemnified by the corporation for those expenses. If, after the     
effective date of this By-law, California law is amended in a manner     
which permits the corporation to authorize indemnification of or     
advancement of expenses to its directors or officers, in any such case     
to a greater extent than is permitted on such effective date, the     
references in this By-law to `California law' shall to that extent be     
deemed to refer to California law as so amended. The rights granted by     
this By-law are contractual in nature and, as such, may not be altered     
with respect to any present or former director or officer without the     
written consent of that person.     
    
 (b)  Procedure.  Upon written request to the Board of Directors by a     
person seeking indemnification under this By-law, the Board shall     
promptly determine in accordance with Section 317(e) of the California     
Corporations Code whether the applicable standard of conduct has been     
met and, if so, the Board shall authorize indemnification. If the Board     
cannot authorize indemnification because the number of directors who are     
parties to the proceeding with respect to which indemnification is     
sought prevents the formation of a quorum of directors who are not     
parties to the proceeding, then, upon written request by the person     
seeking indemnification, independent legal counsel (by means of a     
written opinion obtained at the corporation's expense) or the     
corporation's shareholders shall determine whether the applicable     
standard of conduct has been met and, if so, shall authorize     
indemnification.     
    
- 4 -    
<PAGE>    
    
 (c)  Definitions.  The term `proceeding' means any threatened, pending     
or completed action or proceeding, whether civil, criminal,     
administrative or investigative.  The term `expenses' includes, without     
limitation, attorney's fees and any expenses of establishing a right to     
indemnification."     
    
Item 7.     Exemption from Registration Claimed    
    
      Not applicable.    
    
Item 8.     Exhibits    
    
     5        Opinion of Heller Ehrman White & McAuliffe    
    
     23.1   Consent of Ernst & Young LLP    
    
     23.2   Consent of Coopers & Lybrand, L.L.P.    
    
     23.3   Consent of Heller Ehrman White & McAuliffe     
               (filed as part of Exhibit 5)    
    
     24      Power of Attorney (see pages 6 and 7)    
    
     99.1    Employee Stock Purchase Plan    
    
     99.2    Equity Incentive Plan    
    
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;    
    
               (ii)     To reflect in the prospectus any facts or events     
arising after the effective date of the registration statement (or the     
most recent post-effective amendment thereof) which, individually or in     
the aggregate, represent a fundamental change in the information set     
forth in the registration statement.  Notwithstanding the foregoing, any     
increase or decrease in volume of securities offered (if the total     
dollar value of securities offered would not exceed that which was     
registered) and any deviation from the low or high and 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 20 percent change in     
the maximum aggregate offering price set forth in the "Calculation of     
Registration Fee" table in the effective registration statement;    
    
- 5 -    
<PAGE>    
    
               (iii)     To include any material information with     
respect to the plan of distribution not previously disclosed in the     
registration statement or any material change to such information in the     
registration statement;    
    
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if     
the 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 15(d) of the Exchange Act that are     
incorporated by reference in the registration statement.    
    
          (2)     That, for the purpose of determining any liability     
under the Securities Act, each such post-effective amendment shall be     
deemed to be a new registration statement relating to the securities     
offered therein, and the offering of such securities at that time shall     
be deemed to be the initial bona fide offering thereof.    
    
          (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, each     
filing of the registrant's annual report pursuant to Section 13(a) or     
15(d) of the Exchange Act (and, where applicable, each filing of an     
employee benefit plan's annual report pursuant to Section 15(d) of the     
Exchange Act) that is incorporated by reference in the registration     
statement shall be deemed to be a new registration statement relating to     
the securities offered 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 may be permitted to directors, officers and controlling     
persons of the registrant pursuant to the provisions described in Item     
6, or otherwise, the registrant has been advised that in the opinion of     
the Securities and Exchange Commission such indemnification is against     
public policy as expressed in the Securities Act and is, therefore,     
unenforceable.  In the event that a claim for indemnification against     
such liabilities (other than the payment by the registrant of expenses     
incurred or paid by a director, officer or controlling person of the     
registrant in the successful defense of any action, suit or proceeding)     
is asserted by such director, officer or controlling person in     
connection with the securities being registered, the registrant will,     
unless in the opinion of its counsel the matter has been settled by     
controlling precedent, submit to a court of appropriate jurisdiction the     
question whether such indemnification by it is against public policy as     
expressed in the Securities Act and will be governed by the final     
adjudication of such issue.    
    
- 6 -    
<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 Foster City,     
State of California, on this fourteenth day of October, 1996.    
    
                                            PENEDERM INCORPORATED    
    
    
                                By: -----\S\Lloyd H. Malchow------    
                                            Lloyd H. Malchow    
                                        Director, President and    
                                        Chief Executive Officer    
    
    
    
          POWER OF ATTORNEY TO SIGN AMENDMENTS    
    
          Each person whose signature appears below constitutes and     
appoints Lloyd H. Malchow and Edgar A. Luce, and each of them, with full     
power of substitution and full power to act without the other, such     
person's true and lawful attorneys-in-fact and agents for such person in     
such person's name, place and stead, in any and all capacities, to sign     
any or all amendments (including post-effective amendments) to this     
registration statement on Form S-8 and to file the same, with all     
exhibits thereto, and other documents in connection therewith, with the     
Securities and Exchange Commission, granting unto said attorneys-in-fact     
and agents, and each of them, full power and authority to do and perform     
each and every act and thing requisite and necessary to be done in and     
about the premises in order to effectuate the same as fully, to all     
intents and purposes, as they or such person might or could do in     
person, hereby ratifying and confirming all that said attorneys-in-fact     
and agents, or any of them, may lawfully do or cause to be done by     
virtue hereof.    
    
- 7 -    
<PAGE>    
    
          Pursuant to the requirements of the Securities Act of 1933,     
this registration statement on Form S-8 has been signed below by the     
following persons in the capacities and on the dates indicated.    
    
\S\Lloyd H. Malchow   Director, President and Chief    October 14, 1996    
Lloyd H. Malchow      Executive Officer (Principal    
                      Executive Officer)    
    
    
\S\Edgar A. Luce      Vice President Finance and       October 14, 1996    
Edgar A. Luce         Administration. Treasurer and    
                      Secretary (Principal Financial     
                      and Accounting Officer)    
    
    
\S\Robert F. Allutt           Director                 October 14, 1996    
Robert F. Allnutt    
    
    
\S\William I. Bergman         Director                 October 14, 1996    
William I. Bergman    
    
\S\David E. Collins           Director                 October 14, 1996    
David E. Collins    
    
    
\S\Mark J. Gabrielson         Director                 October 14, 1996    
Mark J. Gabrielson    
    
    
\S\Terry L. Opdendyk    Chairman of the Board          October 14, 1996    
Terry L. Opdendyk    
    
    
\S\Harvey S. Sadow, Ph.D.     Director                 October 14, 1996    
Harvey S. Sadow, Ph.D.    
    
    
\S\Gerald D. Weinstein, M.D.  Director                 October 14, 1996    
Gerald D. Weinstein, M.D.    
    
- 8 -    
<PAGE>    
    
Index to Exhibits    
    
 
Exhibit No.     Description of Exhibit  
    
  5     Opinion of Heller Ehrman White & McAuliffe                  
    
  23.1  Consent of Ernst & Young LLP                                
    
  23.2  Consent of Coopers & Lybrand, L.L.P.                        
    
  23.3  Consent of Heller Ehrman White & McAuliffe    
        (See Exhibit 5)         
    
  24    Power of Attorney (See pages 6 and 7)    
    
  99.1  Employee Stock Purchase Plan                               
    
  99.2  Equity Incentive Plan                                      
    
- 9 -    
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19192}]
{"company-data": {"conformed-name": "PENEDERM INC", "cik": "0000858876", "assigned-sic": "2834", "irs-number": "770146116", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14317", "film-number": "96644851"}, "business-address": {"street1": "320 LAKESIDE DR", "street2": "SUITE A", "city": "FOSTER CITY", "state": "CA", "zip": "94404-1146", "phone": "4153580100"}, "mail-address": {"street1": "320 LAKESIDE DRIVE", "street2": "SUITE A", "city": "FOSTER CITY", "state": "CA", "zip": "94404-1146"}}
As filed with the Securities and Exchange Commission on October 17, 1996    
Registration No. ________    
    
SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    
    
FORM S-8    
REGISTRATION STATEMENT UNDER    
THE SECURITIES ACT OF 1933    
    
PENEDERM INCORPORATED             
(Exact name of registrant as specified in its charter)    
California                                   77-0146116      
(State or other jurisdiction of          (I.R.S. Employer     
incorporation or organization)          Identification No.)    
    
320 Lakeside Drive, Foster City, California 94404    
(Address of principal executive offices)    
    
    
         EQUITY INCENTIVE PLAN and    
        EMPLOYEE STOCK PURCHASE PLAN         
          (Full title of the plan)    
    
         Lloyd H. Malchow    
     Penederm Incorporated    
       320 Lakeside Drive    
Foster City, California 94404       
(Name and address of agent for service)    
    
            (415) 358-0100                           
(Telephone number, including area code, of agent for service)    
    
Copy to:  Richard Friedman    
Heller Ehrman White & McAuliffe    
525 University Avenue    
Palo Alto, California  94301-1908    
(415) 324-7000    
    
    
             CALCULATION OF REGISTRATION FEE    
    
Title of                         Proposed       Proposed          
Securities      Amount to        Maximum        Maximum        Amount    
to be             to be          offering       aggregate        of   
registered      registered       price per      offering    registration   
                                 share (1)       price           fee   
----------      ----------       ---------      ---------   ------------   
Common Stock   
(no par value)   450,000         $ 8.00         $ 3,600,000  $ 1,090.91   
    
(1)  Estimated (solely for the purpose of calculating the registration 
fee) on the basis of the last sale reported of the registrant's Common 
Stock on the Nasdaq National Market on October 16, 1996 (as     
reported in The Wall Street Journal on October 17, 1996).    
    
- 1 -
EXPLANATORY NOTE    
    
     Penederm Incorporated, a California corporation (the "Registrant"), 
previously filed (i) a Registration Statement on Form S-8 (No. 33-76100) 
on March 4, 1994, covering, 1,018,714 shares issuable under Registrant's 
Employee Stock Option Plan, as amended, Consultant Stock Option Plan, as 
amended, Equity Incentive Plan ("Incentive Plan") and 1994 Nonemployee 
Directors Stock Option Plan and (ii) a Registration Statement on Form S-
8 (No. 33-92884) on June 8, 1995, covering 50,000 shares issuable under 
Registrant's Employee Stock Purchase Plan ("Purchase Plan").  This 
Registration Statement on Form S-8 is filed pursuant to Rule 413 and the 
general instruction to Form S-8 entitled "Registration of Additional  
Securities" and is made for the purpose of registering an additional  
450,000 shares of the same class of securities previously filed under  
the above-referenced Registration Statements, which are issuable under  
the Incentive Plan and the Purchase Plan.  
    
- 2 -
PART II    
    
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT    
    
Item 3.     Incorporation of Documents by Reference    
    
     The following documents filed or to be filed with the Commission by     
the registrant are incorporated by reference in this registration     
statement:    
    
     (a)     The registrant's latest annual report (Form 10-K) filed     
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of     
1934, as amended (the "Exchange Act"), or the latest prospectus filed     
pursuant to Rule 424(b) under the Securities Act of 1933, as amended     
(the "Securities Act"), that contains audited financial statements for     
the registrant's latest fiscal year for which such statements have been     
filed;    
    
     (b)     All other reports filed by the registrant pursuant to     
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal     
year covered by the annual report or prospectus referred to in (a)     
above;    
    
     (c)     The description of the Common Stock of the registrant     
contained in the registration statement filed under the Exchange Act     
registering such Common Stock under Section 12 of the Exchange Act.    
    
     All documents subsequently filed by the registrant pursuant to     
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the     
filing of a post-effective amendment which indicates that all securities     
offered hereby have been sold or which deregisters all securities then     
remaining unsold, shall be deemed to be incorporated by reference in     
this registration statement and to be part thereof from the date of     
filing of such documents.    
    
Item 4.     Description of Securities    
    
     Not applicable.    
    
Item 5.     Interests of Named Experts and Counsel    
    
     Not applicable.    
    
Item 6.     Indemnification of Directors and Officers    
    
     Pursuant to Sections 204(a) and 317 of the California Corporations     
Code, as amended, the registrant has included in its articles of     
incorporation and by-laws provisions regarding the indemnification of     
officers and directors of the registrant. Article Fourth of the     
registrant's Restated Articles of Incorporation provides as follows:     
    
- 3 -
"Fourth: The liability of the directors of this corporation for monetary     
damages shall be eliminated to the fullest extent permissible under     
California law. This corporation is also authorized, to the fullest     
extent permissible under California law, to indemnify its agents (as     
defined in Section 317 of the California Corporations Code), whether by     
by-law, agreement or otherwise, in excess of the indemnification     
expressly permitted by Section 317 and to advance defense expenses to     
its agents in connection with such matters as they are incurred. If,     
after the effective date of this Article, California law is amended in a     
manner which permits a corporation to limit the monetary or other     
liability of its directors or to authorize indemnification of, or     
advancement of such defense expenses to, its directors or other persons,     
in any such case to a greater extent than is permitted on such effective     
date, the references in this Article to `California law' shall to that     
extent be deemed to refer to California law as so amended."    
    
Section 29 of the registrant's By-Laws, as amended, provides as follows:     
    
"29.   Indemnification of Directors and Officers.    
    
 (a)  Indemnification.  To the fullest extent permissible under     
California law, the corporation shall indemnify its directors and     
officers against all expenses, judgments, fines, settlement and other     
amounts actually and reasonably incurred by them in connection with any     
proceeding, including an action by or in the right of the corporation,     
by reason of the fact that such person is or was a director or officer     
of the corporation, or is or was serving at the request of the     
corporation as a director, officer, trustee, employee or agent of     
another corporation, or of a partnership, joint venture, trust or other     
enterprise (including service with respect to employee benefit plans).     
To the fullest extent permissible under California law, expenses     
incurred by a director or officer seeking indemnification under this By-    
law in defending any proceeding shall be advanced by the corporation as     
they are incurred upon receipt by the corporation of an undertaking by     
or on behalf of the director or officer to repay such amount if it shall     
ultimately be determined that the director or officer is not entitled to     
be indemnified by the corporation for those expenses. If, after the     
effective date of this By-law, California law is amended in a manner     
which permits the corporation to authorize indemnification of or     
advancement of expenses to its directors or officers, in any such case     
to a greater extent than is permitted on such effective date, the     
references in this By-law to `California law' shall to that extent be     
deemed to refer to California law as so amended. The rights granted by     
this By-law are contractual in nature and, as such, may not be altered     
with respect to any present or former director or officer without the     
written consent of that person.     
    
 (b)  Procedure.  Upon written request to the Board of Directors by a     
person seeking indemnification under this By-law, the Board shall     
promptly determine in accordance with Section 317(e) of the California     
Corporations Code whether the applicable standard of conduct has been     
met and, if so, the Board shall authorize indemnification. If the Board     
cannot authorize indemnification because the number of directors who are     
parties to the proceeding with respect to which indemnification is     
sought prevents the formation of a quorum of directors who are not     
parties to the proceeding, then, upon written request by the person     
seeking indemnification, independent legal counsel (by means of a     
written opinion obtained at the corporation's expense) or the     
corporation's shareholders shall determine whether the applicable     
standard of conduct has been met and, if so, shall authorize     
indemnification.     
    
- 4 -
(c)  Definitions.  The term `proceeding' means any threatened, pending     
or completed action or proceeding, whether civil, criminal,     
administrative or investigative.  The term `expenses' includes, without     
limitation, attorney's fees and any expenses of establishing a right to     
indemnification."     
    
Item 7.     Exemption from Registration Claimed    
    
      Not applicable.    
    
Item 8.     Exhibits    
    
     5        Opinion of Heller Ehrman White & McAuliffe    
    
     23.1   Consent of Ernst & Young LLP    
    
     23.2   Consent of Coopers & Lybrand, L.L.P.    
    
     23.3   Consent of Heller Ehrman White & McAuliffe     
               (filed as part of Exhibit 5)    
    
     24      Power of Attorney (see pages 6 and 7)    
    
     99.1    Employee Stock Purchase Plan    
    
     99.2    Equity Incentive Plan    
    
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;    
    
               (ii)     To reflect in the prospectus any facts or events     
arising after the effective date of the registration statement (or the     
most recent post-effective amendment thereof) which, individually or in     
the aggregate, represent a fundamental change in the information set     
forth in the registration statement.  Notwithstanding the foregoing, any     
increase or decrease in volume of securities offered (if the total     
dollar value of securities offered would not exceed that which was     
registered) and any deviation from the low or high and 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 20 percent change in     
the maximum aggregate offering price set forth in the "Calculation of     
Registration Fee" table in the effective registration statement;    
    
- 5 -
(iii)     To include any material information with     
respect to the plan of distribution not previously disclosed in the     
registration statement or any material change to such information in the     
registration statement;    
    
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if     
the 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 15(d) of the Exchange Act that are     
incorporated by reference in the registration statement.    
    
          (2)     That, for the purpose of determining any liability     
under the Securities Act, each such post-effective amendment shall be     
deemed to be a new registration statement relating to the securities     
offered therein, and the offering of such securities at that time shall     
be deemed to be the initial bona fide offering thereof.    
    
          (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, each     
filing of the registrant's annual report pursuant to Section 13(a) or     
15(d) of the Exchange Act (and, where applicable, each filing of an     
employee benefit plan's annual report pursuant to Section 15(d) of the     
Exchange Act) that is incorporated by reference in the registration     
statement shall be deemed to be a new registration statement relating to     
the securities offered 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 may be permitted to directors, officers and controlling     
persons of the registrant pursuant to the provisions described in Item     
6, or otherwise, the registrant has been advised that in the opinion of     
the Securities and Exchange Commission such indemnification is against     
public policy as expressed in the Securities Act and is, therefore,     
unenforceable.  In the event that a claim for indemnification against     
such liabilities (other than the payment by the registrant of expenses     
incurred or paid by a director, officer or controlling person of the     
registrant in the successful defense of any action, suit or proceeding)     
is asserted by such director, officer or controlling person in     
connection with the securities being registered, the registrant will,     
unless in the opinion of its counsel the matter has been settled by     
controlling precedent, submit to a court of appropriate jurisdiction the     
question whether such indemnification by it is against public policy as     
expressed in the Securities Act and will be governed by the final     
adjudication of such issue.    
    
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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 Foster City,     
State of California, on this fourteenth day of October, 1996.    
    
                                            PENEDERM INCORPORATED    
    
    
                                By: -----\S\Lloyd H. Malchow------    
                                            Lloyd H. Malchow    
                                        Director, President and    
                                        Chief Executive Officer    
    
    
    
          POWER OF ATTORNEY TO SIGN AMENDMENTS    
    
          Each person whose signature appears below constitutes and     
appoints Lloyd H. Malchow and Edgar A. Luce, and each of them, with full     
power of substitution and full power to act without the other, such     
person's true and lawful attorneys-in-fact and agents for such person in     
such person's name, place and stead, in any and all capacities, to sign     
any or all amendments (including post-effective amendments) to this     
registration statement on Form S-8 and to file the same, with all     
exhibits thereto, and other documents in connection therewith, with the     
Securities and Exchange Commission, granting unto said attorneys-in-fact     
and agents, and each of them, full power and authority to do and perform     
each and every act and thing requisite and necessary to be done in and     
about the premises in order to effectuate the same as fully, to all     
intents and purposes, as they or such person might or could do in     
person, hereby ratifying and confirming all that said attorneys-in-fact     
and agents, or any of them, may lawfully do or cause to be done by     
virtue hereof.    
    
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Pursuant to the requirements of the Securities Act of 1933,     
this registration statement on Form S-8 has been signed below by the     
following persons in the capacities and on the dates indicated.    
    
\S\Lloyd H. Malchow   Director, President and Chief    October 14, 1996    
Lloyd H. Malchow      Executive Officer (Principal    
                      Executive Officer)    
    
    
\S\Edgar A. Luce      Vice President Finance and       October 14, 1996    
Edgar A. Luce         Administration. Treasurer and    
                      Secretary (Principal Financial     
                      and Accounting Officer)    
    
    
\S\Robert F. Allutt           Director                 October 14, 1996    
Robert F. Allnutt    
    
    
\S\William I. Bergman         Director                 October 14, 1996    
William I. Bergman    
    
\S\David E. Collins           Director                 October 14, 1996    
David E. Collins    
    
    
\S\Mark J. Gabrielson         Director                 October 14, 1996    
Mark J. Gabrielson    
    
    
\S\Terry L. Opdendyk    Chairman of the Board          October 14, 1996    
Terry L. Opdendyk    
    
    
\S\Harvey S. Sadow, Ph.D.     Director                 October 14, 1996    
Harvey S. Sadow, Ph.D.    
    
    
\S\Gerald D. Weinstein, M.D.  Director                 October 14, 1996    
Gerald D. Weinstein, M.D.    
    
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Index to Exhibits    
    
 
Exhibit No.     Description of Exhibit  
    
  5     Opinion of Heller Ehrman White & McAuliffe                  
    
  23.1  Consent of Ernst & Young LLP                                
    
  23.2  Consent of Coopers & Lybrand, L.L.P.                        
    
  23.3  Consent of Heller Ehrman White & McAuliffe    
        (See Exhibit 5)         
    
  24    Power of Attorney (See pages 6 and 7)    
    
  99.1  Employee Stock Purchase Plan                               
    
  99.2  Equity Incentive Plan                                      
    
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