As filed with the Securities and Exchange Commission on September 28,
1995

                                          REGISTRATION NO. 33 -            
                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                                       

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

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

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

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

          BIOGEN, INC. 1994 EUROPEAN EMPLOYEE STOCK PURCHASE PLAN
                         (Full Title of the Plan)

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


                      CALCULATION OF REGISTRATION FEE


                              Proposed       Proposed
Title of                      maximum        maximum
securities to  Amount to be   offering price aggregate Amount of
be registered  registered(1)  per share (2)  offering  registration
                                             price (2) fee


Common Stock,
$.01 par value 29,769         $53.938    $1,605,680.32  $553.68
                                     
                                     


(1)    The number of shares of common stock, par value $.01 per share
       ("Common Stock"), stated above consists of the aggregate number
       of shares which may be sold upon the exercise of options which
       may hereafter be granted under the Biogen, Inc. 1994 European
       Employee Stock Purchase Plan (the "Plan").  The maximum number of
       shares which may be sold upon the exercise of such options
       granted under the Plan is subject to adjustment in accordance
       with certain anti-dilution and other provisions of the Plan. 
       Accordingly, pursuant to Rule 416 under the Securities Act of
       1933, as amended (the "Securities Act"), this Registration
       Statement covers, in addition to the number of shares stated
       above, an indeterminate number of shares which may be subject to
       grant or otherwise issuable after the operation of any such
       anti-dilution and other provisions.

(2)    This calculation is made solely for the purpose of determining
       the registration fee pursuant to the provisions of Rule 457(h)
       under the Securities Act on the basis of the average of the high
       and low sale prices per share of the Common Stock on the National
       Market System of the National Association of Securities Dealers
       Automated Quotation System (NASDAQ) as of a date (September 22,
       1995) within 5 business days prior to filing this Registration
       Statement.
                               EXPLANATORY NOTE


  In accordance with the instructional Note to Part I of Form S-8
as promulgated by the Securities and Exchange Commission, the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock pursuant
to the Plan.<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

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

  (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

  (b)  The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995.

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

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

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  The validity of the issuance of the shares of Common Stock
registered under this Registration Statement has been passed upon for
the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of
Boston, Massachusetts.  Members of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. and certain members of their families and trusts for
their benefit own an aggregate of approximately 1,000 shares of Common
Stock of the Company and approximately one partnership interest in
Biogen Medical Products Limited Partnership.

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

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

  (4.2)     Articles of Organization, as amended (Filed as Exhibit
            3.1 to the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1989, File No. 0-12042, and
            incorporated herein by reference).

  (4.3)     By-Laws, as amended (Filed as Exhibit 3.2 to the
            Registrant's Annual Report on Form 10-K for the year
            ended December 31, 1993, File No. 0-12042, and
            incorporated herein by reference).

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

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

  (10.1)    Biogen, Inc. 1994 European Employee Stock Purchase
            Plan.

  (15) Letter from Price Waterhouse LLP regarding unaudited interim
financial information.

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

  (23.2)    Consent of Price Waterhouse LLP.

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

Item 9.  Undertakings.

(a)    The undersigned Registrant hereby undertakes:

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

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

        (ii)     To reflect in the prospectus any facts or events
       arising after the effective date of the Registration
       Statement (or the most recent post-effective amendment
       thereof) which, individually or in the aggregate, represents
       a fundamental change in the information set forth in the
       Registration Statement;

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

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
  not apply if the Registration Statement is on Form S-3 or Form S-
  8, and the information required to be included in a post-
  effective amendment by those paragraphs is contained in periodic
  reports filed by the Registrant pursuant to Section 13 or Section
  15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.

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

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

(b)    The undersigned Registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act of 1933,
       each filing of the Registrant's annual report pursuant to Section
       13(a) or Section 15(d) of the Securities Exchange Act of 1934
       that is incorporated by reference in this Registration Statement
       shall be deemed to be a new registration statement relating to
       the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona
       fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 may be permitted to directors, officers
       and controlling persons of the Registrant pursuant to the
       foregoing provisions, or otherwise, the Registrant has been
       advised that in the opinion of the Securities and Exchange
       Commission such indemnification is against public policy as
       expressed in the Act and is, therefore, unenforceable.  In the
       event that a claim for indemnification against such liabilities
       (other than the payment by the Registrant of expenses incurred or
       paid by a director, officer or controlling person of the
       Registrant in the successful defense of any action, suit or
       proceeding) is asserted by such director, officer or controlling
       person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter
       has been settled by controlling precedent, submit to a court of
       appropriate jurisdiction the question whether such
       indemnification by it is against public policy as expressed in
       the Act and will be governed by the final adjudication of such
       issue.
<PAGE>
                                SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts on
September 22, 1995.


  BIOGEN, INC.


                                        /s/ James L. Vincent
  By                                                                           
          
                                        James L. Vincent
                                        Chairman and 
                                        Chief Executive Officer


  Each person whose signature appears below constitutes and
appoints Michael J. Astrue and Timothy M. Kish, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them, for him and in his
name, place and stead, and in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of Biogen, Inc. and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them
or their or his 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 dates indicated.

  Signature      Title             Date


 /s/ James L. Vincent     Chairman of the Board,     September 22,1995
James L. Vincent Chief Executive Officer
                 (principal executive officer) and
                 Director



/s/ Timothy M. Kish    Vice President - 
Timothy M. Kish  Finance and         September 22, 1995
               Chief Financial Officer (principal
               financial and accounting officer)




/s/ Alexander G. Bearn   Director       September 22, 1995
Alexander G. Bearn



 /s/ Alan Belzer      Director          September 22, 1995
Alan Belzer



/s/ Harold W. Buirkle    Director         September 22, 1995
Harold W. Buirkle



/s/ Roger H. Morley   Director          September 22, 1995
Roger H. Morley



/s/ Kenneth Murray    Director          September 22, 1995
Kenneth Murray



/s/ Phillip A. Sharp     Director         September 22, 1995
Phillip A. Sharp



/s/ James W. Stevens  Director          September 22, 1995
James W. Stevens



/s/ James R. Tobin    Director          September 22, 1995
James R. Tobin

<PAGE>
                               BIOGEN, INC.

                       INDEX TO EXHIBITS FILED WITH
                      FORM S-8 REGISTRATION STATEMENT


Exhibit
Number    Description

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

10.1      Biogen, Inc. 1994 European Employee Stock Purchase Plan

15        Letter from Price Waterhouse LLP regarding unaudited interim
          financial information

23.2      Consent of Price Waterhouse LLP







T3/568030.1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15163}]
{"company-data": {"conformed-name": "BIOGEN INC", "cik": "0000714655", "assigned-sic": "2836", "irs-number": "043002117", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63013", "film-number": "95576849"}, "business-address": {"street1": "14 CAMBRIDGE CTR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6176792000"}, "mail-address": {"zip": "00000"}, "former-company": {"former-conformed-name": "BIOGEN NV", "date-changed": "19880622"}}
As filed with the Securities and Exchange Commission on September 28,
1995

                                          REGISTRATION NO. 33 -            
                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                                       

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

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

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

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

          BIOGEN, INC. 1994 EUROPEAN EMPLOYEE STOCK PURCHASE PLAN
                         (Full Title of the Plan)

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

                      CALCULATION OF REGISTRATION FEE

                              Proposed       Proposed
Title of                      maximum        maximum
securities to  Amount to be   offering price aggregate Amount of
be registered  registered(1)  per share (2)  offering  registration
                                             price (2) fee

Common Stock,
$.01 par value 29,769         $53.938    $1,605,680.32  $553.68
                                     
                                     

(1)    The number of shares of common stock, par value $.01 per share
       ("Common Stock"), stated above consists of the aggregate number
       of shares which may be sold upon the exercise of options which
       may hereafter be granted under the Biogen, Inc. 1994 European
       Employee Stock Purchase Plan (the "Plan").  The maximum number of
       shares which may be sold upon the exercise of such options
       granted under the Plan is subject to adjustment in accordance
       with certain anti-dilution and other provisions of the Plan. 
       Accordingly, pursuant to Rule 416 under the Securities Act of
       1933, as amended (the "Securities Act"), this Registration
       Statement covers, in addition to the number of shares stated
       above, an indeterminate number of shares which may be subject to
       grant or otherwise issuable after the operation of any such
       anti-dilution and other provisions.

(2)    This calculation is made solely for the purpose of determining
       the registration fee pursuant to the provisions of Rule 457(h)
       under the Securities Act on the basis of the average of the high
       and low sale prices per share of the Common Stock on the National
       Market System of the National Association of Securities Dealers
       Automated Quotation System (NASDAQ) as of a date (September 22,
       1995) within 5 business days prior to filing this Registration
       Statement.
                               EXPLANATORY NOTE

  In accordance with the instructional Note to Part I of Form S-8
as promulgated by the Securities and Exchange Commission, the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock pursuant
to the Plan.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

  (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

  (b)  The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995.

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

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

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  The validity of the issuance of the shares of Common Stock
registered under this Registration Statement has been passed upon for
the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of
Boston, Massachusetts.  Members of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. and certain members of their families and trusts for
their benefit own an aggregate of approximately 1,000 shares of Common
Stock of the Company and approximately one partnership interest in
Biogen Medical Products Limited Partnership.

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

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

  (4.2)     Articles of Organization, as amended (Filed as Exhibit
            3.1 to the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1989, File No. 0-12042, and
            incorporated herein by reference).

  (4.3)     By-Laws, as amended (Filed as Exhibit 3.2 to the
            Registrant's Annual Report on Form 10-K for the year
            ended December 31, 1993, File No. 0-12042, and
            incorporated herein by reference).

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

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

  (10.1)    Biogen, Inc. 1994 European Employee Stock Purchase
            Plan.

  (15) Letter from Price Waterhouse LLP regarding unaudited interim
financial information.

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

  (23.2)    Consent of Price Waterhouse LLP.

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

Item 9.  Undertakings.

(a)    The undersigned Registrant hereby undertakes:

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

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

        (ii)     To reflect in the prospectus any facts or events
       arising after the effective date of the Registration
       Statement (or the most recent post-effective amendment
       thereof) which, individually or in the aggregate, represents
       a fundamental change in the information set forth in the
       Registration Statement;

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

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
  not apply if the Registration Statement is on Form S-3 or Form S-
  8, and the information required to be included in a post-
  effective amendment by those paragraphs is contained in periodic
  reports filed by the Registrant pursuant to Section 13 or Section
  15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.

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

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

(b)    The undersigned Registrant hereby undertakes that, for purposes
       of determining any liability under the Securities Act of 1933,
       each filing of the Registrant's annual report pursuant to Section
       13(a) or Section 15(d) of the Securities Exchange Act of 1934
       that is incorporated by reference in this Registration Statement
       shall be deemed to be a new registration statement relating to
       the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona
       fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 may be permitted to directors, officers
       and controlling persons of the Registrant pursuant to the
       foregoing provisions, or otherwise, the Registrant has been
       advised that in the opinion of the Securities and Exchange
       Commission such indemnification is against public policy as
       expressed in the Act and is, therefore, unenforceable.  In the
       event that a claim for indemnification against such liabilities
       (other than the payment by the Registrant of expenses incurred or
       paid by a director, officer or controlling person of the
       Registrant in the successful defense of any action, suit or
       proceeding) is asserted by such director, officer or controlling
       person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter
       has been settled by controlling precedent, submit to a court of
       appropriate jurisdiction the question whether such
       indemnification by it is against public policy as expressed in
       the Act and will be governed by the final adjudication of such
       issue.
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts on
September 22, 1995.

  BIOGEN, INC.

                                        /s/ James L. Vincent
  By                                                                           
          
                                        James L. Vincent
                                        Chairman and 
                                        Chief Executive Officer

  Each person whose signature appears below constitutes and
appoints Michael J. Astrue and Timothy M. Kish, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them, for him and in his
name, place and stead, and in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of Biogen, Inc. and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them
or their or his 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 dates indicated.

  Signature      Title             Date

 /s/ James L. Vincent     Chairman of the Board,     September 22,1995
James L. Vincent Chief Executive Officer
                 (principal executive officer) and
                 Director

/s/ Timothy M. Kish    Vice President - 
Timothy M. Kish  Finance and         September 22, 1995
               Chief Financial Officer (principal
               financial and accounting officer)

/s/ Alexander G. Bearn   Director       September 22, 1995
Alexander G. Bearn

 /s/ Alan Belzer      Director          September 22, 1995
Alan Belzer

/s/ Harold W. Buirkle    Director         September 22, 1995
Harold W. Buirkle

/s/ Roger H. Morley   Director          September 22, 1995
Roger H. Morley

/s/ Kenneth Murray    Director          September 22, 1995
Kenneth Murray

/s/ Phillip A. Sharp     Director         September 22, 1995
Phillip A. Sharp

/s/ James W. Stevens  Director          September 22, 1995
James W. Stevens

/s/ James R. Tobin    Director          September 22, 1995
James R. Tobin
BIOGEN, INC.

                       INDEX TO EXHIBITS FILED WITH
                      FORM S-8 REGISTRATION STATEMENT

Exhibit
Number    Description

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

10.1      Biogen, Inc. 1994 European Employee Stock Purchase Plan

15        Letter from Price Waterhouse LLP regarding unaudited interim
          financial information

23.2      Consent of Price Waterhouse LLP

T3/568030.1