<PAGE>
 
   As filed with the Securities and Exchange Commission on December 23, 1996
                                                            Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             ---------------------

                           RHONE-POULENC RORER INC.
            (Exact name of registrant as specified in its charter)

        Pennsylvania                                   23-1699163
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

        500 Arcola Road
        Collegeville, PA                                 19426-0107
(Address of principal executive offices)                 (Zip Code)


                           RHONE-POULENC RORER INC.
                         1995 EQUITY COMPENSATION PLAN
                           (Full title of the plan)

                           RICHARD T. COLLIER, ESQ.
                           Rhone-Poulenc Rorer Inc.
                                500 Arcola Road
                         Collegeville, PA  19426-0107
                    (Name and address of agent for service)
                                (610) 454-8000
         (Telephone number, including area code, of agent for service)
                            -----------------------
                        Copy of all communications to:
                            JAMES W. JENNINGS, ESQ.
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                            Philadelphia, PA  19103
                                (215) 963-5726

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of securities   Amount to be  Proposed maximum    Proposed maximum      Amount of
  to be registered      registered    offering price        aggregate       registration fee
                                       per share (1)    offering price (1)
--------------------------------------------------------------------------------------------
<S>                    <C>           <C>                <C>                 <C>
Common Stock,             5,000,000           $74.813        $374,065,000           $113,354
 without par value
--------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     high and low sales prices of shares of Common Stock on December 18, 1996,
     as reported on the New York Stock Exchange.
<PAGE>
 
     This Registration Statement on Form S-8 (the "Registration Statement")
     filed by Rhone-Poulenc Rorer Inc. (the "Registrant") relates to 5,000,000
     shares (the "Shares") of the Company's Common Stock, without par value (the
     "Common Stock"), issuable pursuant to the Rhone-Poulenc Rorer Inc. 1995
     Equity Compensation Plan (the "Plan").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

               The following documents, as filed by the Registrant with the
     Securities and Exchange Commission (the "Commission"), are incorporated by
     reference in this Registration Statement:

               (a)  Annual Report on Form 10-K, filed with the Commission on
          March 18, 1996 for the fiscal year ended December 31, 1995;

               (b)  Quarterly Report on Form 10-Q filed with the Commission on
          May 10, 1996 for the quarter ended March 31, 1996;

               (c)  Quarterly Report on Form 10-Q filed on August 13, 1996 for
          the quarter ended June 30, 1996;

               (d)  Quarterly Report on Form 10-Q filed on November 6, 1996 for
          the quarter ended September 30, 1996;

               (e)   Proxy Statement for the Annual Meeting of Stockholders held
          on May 3, 1996; and

               (f)  The descriptions of the Common Stock of the Registrant set
          forth in the Registrant's Registration Statements pursuant to Section
          12 of the Exchange Act, and any amendment or report filed for the
          purpose of updating such description.

               All reports and other documents filed by the Registrant and the
     Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
     Exchange Act of 1934, after the date of this registration statement and
     prior to the filing of a post-effective amendment that indicates that all
     securities offered hereby have been sold or that 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 documents.

               Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document that is also incorporated by reference herein) modifies or
     supersedes such statement. Any such statement so modified or superseded
     shall not be deemed, except as so modified or superseded, to constitute a
     part hereof.

     Item 4.  Description of Securities.
              ------------------------- 

               Not applicable.

                                       1
<PAGE>
 
     Item 5.  Interests of Named Experts and Counsel.
              -------------------------------------- 

               The consolidated financial statements of the Registrant and its
     subsidiaries included in the Registrant's Report on Form 10-K for the
     fiscal year ending December 31, 1995 and incorporated by reference in this
     registration statement have been audited by Coopers & Lybrand LLP,
     independent accountants, as set forth in their report contained therein.
     Such financial statements are, and audited annual financial statements to
     be included in subsequently filed documents will be, incorporated herein in
     reliance upon the reports of Coopers & Lybrand LLP pertaining to such
     financial statements (to the extent covered by consents filed with the
     Securities and Exchange Commission) given upon the authority of such firm
     as experts in accounting and auditing.

     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

               Section 1741 of the Pennsylvania Business Corporation Law (the
     "PBCL") provides the Company the power to indemnify any officer or director
     acting in his or her capacity as a representative of the Company who was or
     is a party or is threatened to be made a party to any action or proceeding
     against expenses, judgments, penalties, fines and amounts paid in
     settlement in connection with such action or proceeding whether the action
     was instituted by a third party or arose by or in the right of the Company.
     Generally, the only limitation on the ability of the Company to indemnify
     its officers and directors is if the act violates a criminal statute or if
     the act or failure to act is finally determined by a court to have
     constituted willful misconduct or recklessness.

               The Bylaws of the Registrant provide that the Registrant shall
     indemnify any and all directors and officers of the Registrant and any
     other person designated as an "indemnified representative" by the board of
     directors of the Registrant (which may, but need not, include any person
     serving at the request of the Registrant, as a director, officer, fiduciary
     or trustee of another corporation, partnership, joint venture, trust,
     employee benefit plan or other entity or enterprise) (each, an "indemnified
     representative") against any liability incurred in connection with any
     threatened, pending or completed action, suit, appeal or other proceeding
     of any nature, whether civil, criminal, administrative or investigative,
     whether formal or informal, and whether brought by or in the right of the
     Registrant, a class of its security holders or otherwise (each, a
     "Proceeding") in which the indemnified representative may be involved as a
     party or otherwise, by reason of the fact that such person is or was
     serving in an indemnified capacity, including without limitation
     liabilities resulting from any actual or alleged breach or neglect of duty,
     error, misstatement or misleading statement, negligence, gross negligence
     or act giving rise to strict or products liability, except where such
     indemnification is expressly prohibited by applicable law or where conduct
     of the indemnified representative has been determined (as provided in the
     Bylaws) to constitute willful misconduct or recklessness or unlawful self-
     dealing, sufficient in the circumstances to bar indemnification against
     liabilities arising from the conduct.  If an indemnified representative is
     entitled to indemnification in respect of a portion, but not all, of any
     liabilities to which such person may be subject, the Registrant shall
     indemnify such indemnified representative to the maximum extent for such
     portion of the liabilities.  The termination of a Proceeding by judgment,
     order, settlement, conviction or upon a plea of nolo contendre or its
     equivalent shall not, of itself, create a presumption that the indemnified
     representative is not entitled to indemnification.   The Bylaws provide for
     the advancement of expenses to an indemnified party upon receipt of an
     undertaking by the party to repay those amounts if it is finally determined
     that the indemnified party is not entitled to indemnification.

               An indemnified representative shall be deemed to have discharged
     such person's duty to the Registrant if he or she has relied in good faith
     on information, opinions, reports or statements, including financial
     statements and other financial data, in each case prepared or presented by
     any of the following:

               (1)  one or more officers or employees of the Registrant whom the
          indemnified representative reasonably believes to be reliable and
          competent with respect to the matter presented;

               (2)  legal counsel, public accountants or other persons as to
          matters that the indemnified representative reasonably believes are
          within the person's professional or expert competence; or

                                       2
<PAGE>
 
               (3)  a committee of the board of directors on which he or she
          does not serve as to matters within its area of designated authority,
          which committee he or she reasonably believes to merit confidence.

               The Bylaws authorize the Company to take steps to ensure that all
     persons entitled to indemnification are properly indemnified, including, if
     the board of directors so determines, purchasing and maintaining insurance.
     The Company currently maintains directors and officers insurance.


     Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

                 Not applicable.


     Item 8.  Exhibits.
              -------- 

               The exhibits filed as part of this Registration Statement are as
     follows:

     Exhibit
     Number                     Exhibit
     ------                     -------

      5          Opinion re legality

     23.1        Consent of Coopers & Lybrand LLP

     23.2        Consent of Richard T. Collier, Senior Vice President and
                 General Counsel of the Registrant   (included in Exhibit 5)

     24          Power of Attorney

     99          Rhone-Poulenc Rorer Inc. 1995 Equity Compensation Plan


     Item 9.  Undertakings.
              ------------ 

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

               (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, represent a fundamental change in the information set forth
          in the registration statement; and

               (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;

                                       3
<PAGE>
 
               Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of
               --------  -------                                                
     this section do not apply if the information required to be included in a
     post-effective amendment by those subparagraphs 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
     the 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 that remain unsold at the
     termination of the offering.

               The undersigned Registrant hereby undertakes that, for the
     purpose 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 an
     employee benefit plan's annual report 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 herein and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

               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.

                                       4
<PAGE>
 
                                   SIGNATURES

               The Registrant.  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 Collegeville, Pennsylvania,
     on the 20th day of December, 1996.

                                RHONE-POULENC RORER INC.


                                By:   /s/ Michel de Rosen
                                      -----------------------------------------
                                      MICHEL DE ROSEN
                                      President and Chief Executive Officer



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

<TABLE>
<CAPTION>
           Signature                            Capacity                      Date
           ---------                            --------                      ----       
<S>                               <C>                                   <C>
                                  Director
--------------------------------
Jean-Marc Bruel

/s/ Jean-Jacques Bertrand*        Director                              December 20, 1996
--------------------------------
Jean-Jacques Bertrand

/s/ Robert E. Cawthorn*           Director                              December 20, 1996
--------------------------------
Robert E. Cawthorn

/s/ Michel de Rosen               Chairman and Chief Executive Officer  December 20, 1996
--------------------------------  Director
Michel de Rosen

/s/ Charles-Henri Filippi*        Director                              December 20, 1996
--------------------------------
Charles-Henri Filippi

/s/ Dale F. Frey*                 Director                              December 20, 1996
--------------------------------
Dale F. Frey

/s/ Claude Helene*                Director                              December 20, 1996
--------------------------------
Claude Helene

                                  Director
--------------------------------
Michael H. Jordan

/s/ Manfred E. Karobath, M.D.*    Director                              December 20, 1996
--------------------------------
Manfred E. Karobath, M.D.

/s/ Igor Landau*                  Director                              December 20, 1996
--------------------------------
Igor Landau

/s/ Patrick Langlois              Executive Vice President and          December 20, 1996
--------------------------------  Chief Financial Officer
Patrick Langlois

/s/ Philippe Maitre               Vice President and Controller         December 20, 1996
--------------------------------  (Principal Accounting Officer)
Philippe Maitre
 
</TABLE>

                                       5
<PAGE>
 
<TABLE>
<CAPTION>
         Signature                           Capacity                           Date
         ---------                           --------                           ----
<S>                               <C>                                   <C>
/s/ Peter J. Neff*
--------------------------------  Director                              December 20, 1996
Peter J. Neff

/s/ James S. Riepe*               Director                              December 20, 1996
--------------------------------
James S. Riepe

/s/ Jean-Pierre Tirouflet*        Director                              December 20, 1996
--------------------------------
Jean-Pierre Tirouflet
</TABLE>


* By:  /s/ Richard T. Collier
      --------------------------------------
      RICHARD T. COLLIER
      Senior Vice President and
      General Counsel
      (Attorney-in-fact)

                                       6
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

                                                                            Sequentially
     Exhibit                                                                  Numbered
     Number                     Exhibit                                         Page
     -------                    -------                                         ----
     <S>         <C>                                                        <C>
       5         Opinion re legality

      23.1       Consent of Coopers & Lybrand LLP

      23.2       Consent of Richard T. Collier, Senior Vice President and
                 General Counsel of the Registrant (included in Exhibit 5)

      24         Power of Attorney

      99         Rhone-Poulenc Rorer Inc. 1995 Equity Compensation Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21559}]
{"company-data": {"conformed-name": "RHONE POULENC RORER INC", "cik": "0000217028", "assigned-sic": "2834", "irs-number": "231699163", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18707", "film-number": "96685522"}, "business-address": {"street1": "500 ARCOLA RD", "street2": "P O BOX 1200 M/S 5B14", "city": "COLLEGEVILLE", "state": "PA", "zip": "19426-0107", "phone": "6104548000"}, "former-company": [{"former-conformed-name": "RORER GROUP INC", "date-changed": "19900731"}, {"former-conformed-name": "RORER AMCHEM INC", "date-changed": "19770604"}]}
As filed with the Securities and Exchange Commission on December 23, 1996
                                                            Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                             ---------------------

                           RHONE-POULENC RORER INC.
            (Exact name of registrant as specified in its charter)

        Pennsylvania                                   23-1699163
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

        500 Arcola Road
        Collegeville, PA                                 19426-0107
(Address of principal executive offices)                 (Zip Code)

                           RHONE-POULENC RORER INC.
                         1995 EQUITY COMPENSATION PLAN
                           (Full title of the plan)

                           RICHARD T. COLLIER, ESQ.
                           Rhone-Poulenc Rorer Inc.
                                500 Arcola Road
                         Collegeville, PA  19426-0107
                    (Name and address of agent for service)
                                (610) 454-8000
         (Telephone number, including area code, of agent for service)
                            -----------------------
                        Copy of all communications to:
                            JAMES W. JENNINGS, ESQ.
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                            Philadelphia, PA  19103
                                (215) 963-5726

                        CALCULATION OF REGISTRATION FEE
Title of securities   Amount to be  Proposed maximum    Proposed maximum      Amount of
  to be registered      registered    offering price        aggregate       registration fee
                                       per share (1)    offering price (1)
--------------------------------------------------------------------------------------------
Common Stock,             5,000,000           $74.813        $374,065,000           $113,354
 without par value
--------------------------------------------------------------------------------------------
(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee, based upon the average of the
     high and low sales prices of shares of Common Stock on December 18, 1996,
     as reported on the New York Stock Exchange.
This Registration Statement on Form S-8 (the "Registration Statement")
     filed by Rhone-Poulenc Rorer Inc. (the "Registrant") relates to 5,000,000
     shares (the "Shares") of the Company's Common Stock, without par value (the
     "Common Stock"), issuable pursuant to the Rhone-Poulenc Rorer Inc. 1995
     Equity Compensation Plan (the "Plan").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

               The following documents, as filed by the Registrant with the
     Securities and Exchange Commission (the "Commission"), are incorporated by
     reference in this Registration Statement:

               (a)  Annual Report on Form 10-K, filed with the Commission on
          March 18, 1996 for the fiscal year ended December 31, 1995;

               (b)  Quarterly Report on Form 10-Q filed with the Commission on
          May 10, 1996 for the quarter ended March 31, 1996;

               (c)  Quarterly Report on Form 10-Q filed on August 13, 1996 for
          the quarter ended June 30, 1996;

               (d)  Quarterly Report on Form 10-Q filed on November 6, 1996 for
          the quarter ended September 30, 1996;

               (e)   Proxy Statement for the Annual Meeting of Stockholders held
          on May 3, 1996; and

               (f)  The descriptions of the Common Stock of the Registrant set
          forth in the Registrant's Registration Statements pursuant to Section
          12 of the Exchange Act, and any amendment or report filed for the
          purpose of updating such description.

               All reports and other documents filed by the Registrant and the
     Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
     Exchange Act of 1934, after the date of this registration statement and
     prior to the filing of a post-effective amendment that indicates that all
     securities offered hereby have been sold or that 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 documents.

               Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof to
     the extent that a statement contained herein (or in any other subsequently
     filed document that is also incorporated by reference herein) modifies or
     supersedes such statement. Any such statement so modified or superseded
     shall not be deemed, except as so modified or superseded, to constitute a
     part hereof.

     Item 4.  Description of Securities.
              ------------------------- 

               Not applicable.

                                       1
Item 5.  Interests of Named Experts and Counsel.
              -------------------------------------- 

               The consolidated financial statements of the Registrant and its
     subsidiaries included in the Registrant's Report on Form 10-K for the
     fiscal year ending December 31, 1995 and incorporated by reference in this
     registration statement have been audited by Coopers & Lybrand LLP,
     independent accountants, as set forth in their report contained therein.
     Such financial statements are, and audited annual financial statements to
     be included in subsequently filed documents will be, incorporated herein in
     reliance upon the reports of Coopers & Lybrand LLP pertaining to such
     financial statements (to the extent covered by consents filed with the
     Securities and Exchange Commission) given upon the authority of such firm
     as experts in accounting and auditing.

     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

               Section 1741 of the Pennsylvania Business Corporation Law (the
     "PBCL") provides the Company the power to indemnify any officer or director
     acting in his or her capacity as a representative of the Company who was or
     is a party or is threatened to be made a party to any action or proceeding
     against expenses, judgments, penalties, fines and amounts paid in
     settlement in connection with such action or proceeding whether the action
     was instituted by a third party or arose by or in the right of the Company.
     Generally, the only limitation on the ability of the Company to indemnify
     its officers and directors is if the act violates a criminal statute or if
     the act or failure to act is finally determined by a court to have
     constituted willful misconduct or recklessness.

               The Bylaws of the Registrant provide that the Registrant shall
     indemnify any and all directors and officers of the Registrant and any
     other person designated as an "indemnified representative" by the board of
     directors of the Registrant (which may, but need not, include any person
     serving at the request of the Registrant, as a director, officer, fiduciary
     or trustee of another corporation, partnership, joint venture, trust,
     employee benefit plan or other entity or enterprise) (each, an "indemnified
     representative") against any liability incurred in connection with any
     threatened, pending or completed action, suit, appeal or other proceeding
     of any nature, whether civil, criminal, administrative or investigative,
     whether formal or informal, and whether brought by or in the right of the
     Registrant, a class of its security holders or otherwise (each, a
     "Proceeding") in which the indemnified representative may be involved as a
     party or otherwise, by reason of the fact that such person is or was
     serving in an indemnified capacity, including without limitation
     liabilities resulting from any actual or alleged breach or neglect of duty,
     error, misstatement or misleading statement, negligence, gross negligence
     or act giving rise to strict or products liability, except where such
     indemnification is expressly prohibited by applicable law or where conduct
     of the indemnified representative has been determined (as provided in the
     Bylaws) to constitute willful misconduct or recklessness or unlawful self-
     dealing, sufficient in the circumstances to bar indemnification against
     liabilities arising from the conduct.  If an indemnified representative is
     entitled to indemnification in respect of a portion, but not all, of any
     liabilities to which such person may be subject, the Registrant shall
     indemnify such indemnified representative to the maximum extent for such
     portion of the liabilities.  The termination of a Proceeding by judgment,
     order, settlement, conviction or upon a plea of nolo contendre or its
     equivalent shall not, of itself, create a presumption that the indemnified
     representative is not entitled to indemnification.   The Bylaws provide for
     the advancement of expenses to an indemnified party upon receipt of an
     undertaking by the party to repay those amounts if it is finally determined
     that the indemnified party is not entitled to indemnification.

               An indemnified representative shall be deemed to have discharged
     such person's duty to the Registrant if he or she has relied in good faith
     on information, opinions, reports or statements, including financial
     statements and other financial data, in each case prepared or presented by
     any of the following:

               (1)  one or more officers or employees of the Registrant whom the
          indemnified representative reasonably believes to be reliable and
          competent with respect to the matter presented;

               (2)  legal counsel, public accountants or other persons as to
          matters that the indemnified representative reasonably believes are
          within the person's professional or expert competence; or

                                       2
(3)  a committee of the board of directors on which he or she
          does not serve as to matters within its area of designated authority,
          which committee he or she reasonably believes to merit confidence.

               The Bylaws authorize the Company to take steps to ensure that all
     persons entitled to indemnification are properly indemnified, including, if
     the board of directors so determines, purchasing and maintaining insurance.
     The Company currently maintains directors and officers insurance.

     Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

                 Not applicable.

     Item 8.  Exhibits.
              -------- 

               The exhibits filed as part of this Registration Statement are as
     follows:

     Exhibit
     Number                     Exhibit
     ------                     -------

      5          Opinion re legality

     23.1        Consent of Coopers & Lybrand LLP

     23.2        Consent of Richard T. Collier, Senior Vice President and
                 General Counsel of the Registrant   (included in Exhibit 5)

     24          Power of Attorney

     99          Rhone-Poulenc Rorer Inc. 1995 Equity Compensation Plan

     Item 9.  Undertakings.
              ------------ 

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

               (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, represent a fundamental change in the information set forth
          in the registration statement; and

               (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;

                                       3
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of
               --------  -------                                                
     this section do not apply if the information required to be included in a
     post-effective amendment by those subparagraphs 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
     the 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 that remain unsold at the
     termination of the offering.

               The undersigned Registrant hereby undertakes that, for the
     purpose 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 an
     employee benefit plan's annual report 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 herein and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

               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.

                                       4
SIGNATURES

               The Registrant.  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 Collegeville, Pennsylvania,
     on the 20th day of December, 1996.

                                RHONE-POULENC RORER INC.

                                By:   /s/ Michel de Rosen
                                      -----------------------------------------
                                      MICHEL DE ROSEN
                                      President and Chief Executive Officer

               Pursuant to the requirements of the Securities Act 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the date indicated.
Signature                            Capacity                      Date
           ---------                            --------                      ----
Director
--------------------------------
Jean-Marc Bruel

/s/ Jean-Jacques Bertrand*        Director                              December 20, 1996
--------------------------------
Jean-Jacques Bertrand

/s/ Robert E. Cawthorn*           Director                              December 20, 1996
--------------------------------
Robert E. Cawthorn

/s/ Michel de Rosen               Chairman and Chief Executive Officer  December 20, 1996
--------------------------------  Director
Michel de Rosen

/s/ Charles-Henri Filippi*        Director                              December 20, 1996
--------------------------------
Charles-Henri Filippi

/s/ Dale F. Frey*                 Director                              December 20, 1996
--------------------------------
Dale F. Frey

/s/ Claude Helene*                Director                              December 20, 1996
--------------------------------
Claude Helene

                                  Director
--------------------------------
Michael H. Jordan

/s/ Manfred E. Karobath, M.D.*    Director                              December 20, 1996
--------------------------------
Manfred E. Karobath, M.D.

/s/ Igor Landau*                  Director                              December 20, 1996
--------------------------------
Igor Landau

/s/ Patrick Langlois              Executive Vice President and          December 20, 1996
--------------------------------  Chief Financial Officer
Patrick Langlois

/s/ Philippe Maitre               Vice President and Controller         December 20, 1996
--------------------------------  (Principal Accounting Officer)
Philippe Maitre
5
Signature                           Capacity                           Date
         ---------                           --------                           ----
/s/ Peter J. Neff*
--------------------------------  Director                              December 20, 1996
Peter J. Neff

/s/ James S. Riepe*               Director                              December 20, 1996
--------------------------------
James S. Riepe

/s/ Jean-Pierre Tirouflet*        Director                              December 20, 1996
--------------------------------
Jean-Pierre Tirouflet
* By:  /s/ Richard T. Collier
      --------------------------------------
      RICHARD T. COLLIER
      Senior Vice President and
      General Counsel
      (Attorney-in-fact)

                                       6
INDEX TO EXHIBITS
Sequentially
     Exhibit                                                                  Numbered
     Number                     Exhibit                                         Page
     -------                    -------                                         ----
5         Opinion re legality

      23.1       Consent of Coopers & Lybrand LLP

      23.2       Consent of Richard T. Collier, Senior Vice President and
                 General Counsel of the Registrant (included in Exhibit 5)

      24         Power of Attorney

      99         Rhone-Poulenc Rorer Inc. 1995 Equity Compensation Plan