As filed with the Securities and Exchange Commission on June 30, 1997

================================================================================

                                              Registration No. 333 - ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                                   SUGEN, Inc.
                              -------------------
             (Exact name of registrant as specified in its charter)

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


       DELAWARE                                          13-3629196
------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

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

                               351 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)

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

                             1992 STOCK OPTION PLAN
                            -------------------------
                            (Full title of the plans)

                               Stephen Evans-Freke
                              Chairman of the Board
                                   SUGEN, Inc.
                               351 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
            ---------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                            Brian C. Cunningham, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                               Palo Alto, CA 94306
                                 (415) 843-5000

                              -------------------
<PAGE>
<TABLE>

                         CALCULATION OF REGISTRATION FEE

================================================================================
<CAPTION>
    =================== ====================== ========================= ========================== =========================
                                                    Proposed Maximum          Proposed Maximum
         Title of                                      Offering                   Aggregate 
      Securities to         Amount to be              Price Per                   Offering                  Amount of
      be Registered          Registered                 Share                     Price (1)              Registration Fee
    =================== ====================== ========================= ========================== =========================

<S>                           <C>                           <C>                    <C>                            <C>      
     Stock Options            418,236 shares                $12.06 (1)             $5,045,181 (1)                 $1,528.84
     and Common
     Stock (par
     value $.01)

     Common Stock             231,764 shares       $10.00 - $12.88 (2)              2,702,083 (2)                    818.81
     issuable upon
     exercise of
     stock options
     issued pursuant
     to the terms of
     the 1992 Stock
     Option Plan







     TOTAL:                   650,000 shares                                           $7,747,264                 $2,347.65
    =================== ====================== ========================= ========================== =========================

<FN>
--------------------------------------------------------------------------------

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c) and  (h)(1).  The price per
         share and aggregate  offering price are based upon $12.06,  the average
         of the high and low  prices of  Registrant's  Common  Stock on June 24,
         1997 as  reported  on the Nasdaq  National  Market  System for  418,236
         shares reserved for issuance pursuant to the 1992 Stock Option Plan.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule 457(c) and (h). The price per share
         is based upon a range of $10.00 - $12.88,  the  exercise  prices of the
         stock option grants.

--------------------------------------------------------------------------------
</FN>
</TABLE>

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

                                       2
<PAGE>

                    INCORPORATION BY REFERENCE OF CONTENTS OF
       REGISTRATION STATEMENTS ON FORM S-8 NO. 33-89270 AND NO. 333-09326

         The contents of Registration  Statements on Form S-8 No. 33-89270 filed
with the Securities  and Exchange  Commission on February 8, 1995 and amended on
August  1,  1995,  and Form S-8 No.  333-09323  filed  with the  Securities  and
Exchange Commission on August 1, 1996 are incorporated by reference herein.


                                    EXHIBITS

Exhibit
Number

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of Ernst & Young LLP, independent auditors

23.2              Consent of Cooley Godward LLP is contained in Exhibit 5.1 to 
                  this Registration   Statement.

24.1              Power of Attorney is contained on the signature pages.

99.1              1992 Stock Option Plan, as amended as of May 21, 1997.


                                        3
<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  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 Redwood City,  County of San Mateo,
State of California, on June 26, 1997.

                                            SUGEN, Inc.



                                            By:       /s/ Stephen Evans-Freke
                                                 -------------------------------
                                                     Stephen Evans-Freke
                                                     Chief Executive Officer and
                                                     Chairman of the Board


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  Stephen  Evans-Freke  and Christine E.
Gray-Smith,  and each or any one of them,  his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
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  connection  therewith,  as fully 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  substitutes  or
substitute, may lawfully do or cause to be done by virtue hereof.
<TABLE>

     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.

<CAPTION>

Signature                                                     Title                                       Date
<S>                                                           <C>                                         <C>



/s/ Stephen Evans-Freke                                       Chief Executive Officer and                 June 26, 1997
------------------------------------------------              Chairman of the Board       
(Stephen Evans-Freke)                                         (Principal Executive Officer)
                                                              


/s/ Christine E.Gray-Smith                                    Vice President, Finance                     June 26, 1997
------------------------------------------------              (Principal Financial and   
(Christine E. Gray-Smith)                                     Accounting Officer)         
                                                              


------------------------------------------------              Director
(Axel Ullrich)



/s/ Richard D. Spizzirri                                      Director                                    June 26, 1997
------------------------------------------------
(Richard D. Spizzirri)


                                        4

<PAGE>


 /s/ Jeremy L. Curnock Cook                                   Director                                    June 26, 1997
-----------------------------------------------
(Jeremy L. Curnock Cook)



/s/ Anthony B. Evnin                                          Director                                   June 26, 1997
------------------------------------------------
(Anthony B. Evnin)



/s/ Charles M. Hartman                                        Director                                    June 26, 1997
------------------------------------------------
(Charles M. Hartman)



/s/ Heinrich Kuhn                                             Director                                    June 26,1997
----------------------------------------------
(Heinrich Kuhn)



/s/ Donald E. Nickelson                                       Director                                    June 26, 1997
------------------------------------------------
(Donald E. Nickelson)



/s/ Bruce R. Ross                                             Director                                    June 26, 1997
------------------------------------------------
(Bruce R. Ross)



/s/ Glenn S. Utt, Jr.                                         Director                                    June 26, 1997
------------------------------------------------
(Glenn S. Utt, Jr.)



/s/ Michael A. Wall                                           Director                                    June 26, 1997
------------------------------------------------
(Michael A. Wall)
</TABLE>


                                        5
<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                              Sequential
Number              Description                                      Page Number


5.1        Opinion of Cooley Godward LLP.                                  7

23.1       Consent of Ernst & Young LLP, independent auditors              8

23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1       7
           to this Registration Statement.

24.1       Power of Attorney is contained on the signature pages.          3

99.1       1992 Stock Option Plan, as amended as of May 21, 1997.          9





                                        6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12292}]
{"company-data": {"conformed-name": "SUGEN INC", "cik": "0000908121", "assigned-sic": "2836", "irs-number": "133629196", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30385", "film-number": "97633124"}, "business-address": {"street1": "515 GALVESTON DR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-4720", "phone": "4153067700"}, "mail-address": {"street1": "515 GALVESTON DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-4720"}}
As filed with the Securities and Exchange Commission on June 30, 1997

================================================================================

                                              Registration No. 333 - ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                   SUGEN, Inc.
                              -------------------
             (Exact name of registrant as specified in its charter)

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

       DELAWARE                                          13-3629196
------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

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

                               351 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)

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

                             1992 STOCK OPTION PLAN
                            -------------------------
                            (Full title of the plans)

                               Stephen Evans-Freke
                              Chairman of the Board
                                   SUGEN, Inc.
                               351 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
            ---------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                            Brian C. Cunningham, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                               Palo Alto, CA 94306
                                 (415) 843-5000

                              -------------------
CALCULATION OF REGISTRATION FEE

================================================================================
=================== ====================== ========================= ========================== =========================
                                                    Proposed Maximum          Proposed Maximum
         Title of                                      Offering                   Aggregate 
      Securities to         Amount to be              Price Per                   Offering                  Amount of
      be Registered          Registered                 Share                     Price (1)              Registration Fee
    =================== ====================== ========================= ========================== =========================
Stock Options            418,236 shares                $12.06 (1)             $5,045,181 (1)                 $1,528.84
     and Common
     Stock (par
     value $.01)

     Common Stock             231,764 shares       $10.00 - $12.88 (2)              2,702,083 (2)                    818.81
     issuable upon
     exercise of
     stock options
     issued pursuant
     to the terms of
     the 1992 Stock
     Option Plan

     TOTAL:                   650,000 shares                                           $7,747,264                 $2,347.65
    =================== ====================== ========================= ========================== =========================
--------------------------------------------------------------------------------

(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c) and  (h)(1).  The price per
         share and aggregate  offering price are based upon $12.06,  the average
         of the high and low  prices of  Registrant's  Common  Stock on June 24,
         1997 as  reported  on the Nasdaq  National  Market  System for  418,236
         shares reserved for issuance pursuant to the 1992 Stock Option Plan.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule 457(c) and (h). The price per share
         is based upon a range of $10.00 - $12.88,  the  exercise  prices of the
         stock option grants.

--------------------------------------------------------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

                                       2
INCORPORATION BY REFERENCE OF CONTENTS OF
       REGISTRATION STATEMENTS ON FORM S-8 NO. 33-89270 AND NO. 333-09326

         The contents of Registration  Statements on Form S-8 No. 33-89270 filed
with the Securities  and Exchange  Commission on February 8, 1995 and amended on
August  1,  1995,  and Form S-8 No.  333-09323  filed  with the  Securities  and
Exchange Commission on August 1, 1996 are incorporated by reference herein.

                                    EXHIBITS

Exhibit
Number

5.1               Opinion of Cooley Godward LLP.

23.1              Consent of Ernst & Young LLP, independent auditors

23.2              Consent of Cooley Godward LLP is contained in Exhibit 5.1 to 
                  this Registration   Statement.

24.1              Power of Attorney is contained on the signature pages.

99.1              1992 Stock Option Plan, as amended as of May 21, 1997.

                                        3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  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 Redwood City,  County of San Mateo,
State of California, on June 26, 1997.

                                            SUGEN, Inc.

                                            By:       /s/ Stephen Evans-Freke
                                                 -------------------------------
                                                     Stephen Evans-Freke
                                                     Chief Executive Officer and
                                                     Chairman of the Board

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  Stephen  Evans-Freke  and Christine E.
Gray-Smith,  and each or any one of them,  his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
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  connection  therewith,  as fully 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  substitutes  or
substitute, 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/ Stephen Evans-Freke                                       Chief Executive Officer and                 June 26, 1997
------------------------------------------------              Chairman of the Board       
(Stephen Evans-Freke)                                         (Principal Executive Officer)
                                                              

/s/ Christine E.Gray-Smith                                    Vice President, Finance                     June 26, 1997
------------------------------------------------              (Principal Financial and   
(Christine E. Gray-Smith)                                     Accounting Officer)         
                                                              

------------------------------------------------              Director
(Axel Ullrich)

/s/ Richard D. Spizzirri                                      Director                                    June 26, 1997
------------------------------------------------
(Richard D. Spizzirri)

                                        4
/s/ Jeremy L. Curnock Cook                                   Director                                    June 26, 1997
-----------------------------------------------
(Jeremy L. Curnock Cook)

/s/ Anthony B. Evnin                                          Director                                   June 26, 1997
------------------------------------------------
(Anthony B. Evnin)

/s/ Charles M. Hartman                                        Director                                    June 26, 1997
------------------------------------------------
(Charles M. Hartman)

/s/ Heinrich Kuhn                                             Director                                    June 26,1997
----------------------------------------------
(Heinrich Kuhn)

/s/ Donald E. Nickelson                                       Director                                    June 26, 1997
------------------------------------------------
(Donald E. Nickelson)

/s/ Bruce R. Ross                                             Director                                    June 26, 1997
------------------------------------------------
(Bruce R. Ross)

/s/ Glenn S. Utt, Jr.                                         Director                                    June 26, 1997
------------------------------------------------
(Glenn S. Utt, Jr.)

/s/ Michael A. Wall                                           Director                                    June 26, 1997
------------------------------------------------
(Michael A. Wall)
5
EXHIBIT INDEX

Exhibit                                                              Sequential
Number              Description                                      Page Number

5.1        Opinion of Cooley Godward LLP.                                  7

23.1       Consent of Ernst & Young LLP, independent auditors              8

23.2       Consent of Cooley Godward LLP is contained in Exhibit 5.1       7
           to this Registration Statement.

24.1       Power of Attorney is contained on the signature pages.          3

99.1       1992 Stock Option Plan, as amended as of May 21, 1997.          9

                                        6