As filed with the Securities and Exchange Commission on July 15, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             LYNX THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                    94-3161073
   (State of Incorporation)              (I.R.S. Employer Identification Number)

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

                              3832 Bay Center Place
                                Hayward, CA 94545
                                 (510) 670-9300

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

                            OPTIONS GRANTED UNDER THE
                             1992 STOCK OPTION PLAN
                            (Full title of the plan)

                                Sam Eletr, Ph.D.
                             Chief Executive Officer
                             Lynx Therapeutics, Inc.
                              3832 Bay Center Place
                            Hayward, California 94545
                                 (510) 670-9300
 (Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

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

                                   Copies to:

                              James C. Kitch, Esq.
                               COOLEY GODWARD LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                           Palo Alto, California 94306

                              --------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
       Title of Securities             Amount to be          Proposed Maximum          Proposed Maximum             Amount of
         to be Registered               Registered       Offering Price Per Share  Aggregate Offering Price     Registration Fee
                                                                    (1)                       (1)
====================================================================================================================================
<S>                                       <C>                     <C>                     <C>                       <C>
Stock Options and Common Stock            600,000                 $8.8125                 $5,287,500                $1,559.81
(par value $.01)
====================================================================================================================================

<FN>
(1)      Estimated  solely for the purpose of calculating the amount of the  registration  fee pursuant to Rule 457(h) under the
         Securities  Act of 1933,  as amended.  The offering  price per share and  aggregate  offering  price are based upon the
         average of the high and low prices of  Registrant's  Common Stock as reported on the Nasdaq  National  Market System on
         July 14, 1998.
</FN>
</TABLE>




<PAGE>

                                EXPLANATORY NOTE

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional 600,000 shares of the Registrant's  Common Stock to
be issued pursuant to the  Registrant's  1992 Stock Option Plan, as amended (the
"Plan").  The  Registration  Statement  on Form S-8  previously  filed  with the
Commission  relating  to the  Plan  (File  No.  333-86634)  is  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 page.

99.1              1992 Stock Option Plan, as amended



                                       2.
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Hayward, State of California, on July 15, 1998.


                            LYNX THERAPEUTICS, INC.




                            By:      /s/ Sam Eletr, Ph.D.
                                     -------------------------------------------
                                     Sam Eletr, Ph.D.
                                     Chief Executive Officer and Chairman of the
                                     Board of Directors



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Sam Eletr and James C. Kitch, 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
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, 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/ SAM ELETR                     Chief Executive Officer and         July 15, 1998
-----------------------------------   Chairman of the Board
     Sam Eletr, Ph.D.                 (Principal Executive Officer)
                          

    /s/ CRAIG C. TAYLOR               Director                            July 15, 1998
-----------------------------------
     Craig C. Taylor

    /s/ WILLIAM K. BOWES, JR.         Director                            July 15, 1998
-----------------------------------
     William K. Bowes, Jr.

    /s/ SYDNEY BRENNER                Director                            July 15, 1998
-----------------------------------
     Sydney Brenner


                                       3.
<PAGE>


    /s/ JAMES C. KITCH                Director                            July 15, 1998
-----------------------------------
     James C. Kitch

    /s/  KATHLEEN D. LA PORTE         Director                            July 15, 1998
-----------------------------------
     Kathleen D. La Porte
</TABLE>


                                       4.
<PAGE>


                                  EXHIBIT INDEX


      Exhibit                Description
       Number

          5.1   Opinion of Cooley Godward LLP                              6

         23.1   Consent of Ernst & Young LLP, Independent Auditors         7

         23.2   Consent of Cooley  Godward LLP is contained in
                Exhibit 5.1  to this  Registration Statement               6

         24.1   Power of Attorney is contained on the signature page       3

         99.1   1992 Stock Option Plan, as amended                         8


                                       5.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8660}]
{"company-data": {"conformed-name": "LYNX THERAPEUTICS INC", "cik": "0000913275", "assigned-sic": "2833", "irs-number": "943161073", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59157", "film-number": "98666875"}, "business-address": {"street1": "3832 BAY CENTER PL", "city": "HAYWARD", "state": "CA", "zip": "94545", "phone": "5106709300"}, "mail-address": {"street1": "3832 BAY CENTER PLACE", "city": "HAYWARD", "state": "CA", "zip": "74545"}}
As filed with the Securities and Exchange Commission on July 15, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             LYNX THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                    94-3161073
   (State of Incorporation)              (I.R.S. Employer Identification Number)

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

                              3832 Bay Center Place
                                Hayward, CA 94545
                                 (510) 670-9300

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

                            OPTIONS GRANTED UNDER THE
                             1992 STOCK OPTION PLAN
                            (Full title of the plan)

                                Sam Eletr, Ph.D.
                             Chief Executive Officer
                             Lynx Therapeutics, Inc.
                              3832 Bay Center Place
                            Hayward, California 94545
                                 (510) 670-9300
 (Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

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

                                   Copies to:

                              James C. Kitch, Esq.
                               COOLEY GODWARD LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                           Palo Alto, California 94306

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

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
       Title of Securities             Amount to be          Proposed Maximum          Proposed Maximum             Amount of
         to be Registered               Registered       Offering Price Per Share  Aggregate Offering Price     Registration Fee
                                                                    (1)                       (1)
====================================================================================================================================
Stock Options and Common Stock            600,000                 $8.8125                 $5,287,500                $1,559.81
(par value $.01)
====================================================================================================================================
(1)      Estimated  solely for the purpose of calculating the amount of the  registration  fee pursuant to Rule 457(h) under the
         Securities  Act of 1933,  as amended.  The offering  price per share and  aggregate  offering  price are based upon the
         average of the high and low prices of  Registrant's  Common Stock as reported on the Nasdaq  National  Market System on
         July 14, 1998.
EXPLANATORY NOTE

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional 600,000 shares of the Registrant's  Common Stock to
be issued pursuant to the  Registrant's  1992 Stock Option Plan, as amended (the
"Plan").  The  Registration  Statement  on Form S-8  previously  filed  with the
Commission  relating  to the  Plan  (File  No.  333-86634)  is  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 page.

99.1              1992 Stock Option Plan, as amended

                                       2.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 Hayward, State of California, on July 15, 1998.

                            LYNX THERAPEUTICS, INC.

                            By:      /s/ Sam Eletr, Ph.D.
                                     -------------------------------------------
                                     Sam Eletr, Ph.D.
                                     Chief Executive Officer and Chairman of the
                                     Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Sam Eletr and James C. Kitch, 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
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, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                     Title                        Date
                  ---------                     -----                        ----
/s/ SAM ELETR                     Chief Executive Officer and         July 15, 1998
-----------------------------------   Chairman of the Board
     Sam Eletr, Ph.D.                 (Principal Executive Officer)
                          

    /s/ CRAIG C. TAYLOR               Director                            July 15, 1998
-----------------------------------
     Craig C. Taylor

    /s/ WILLIAM K. BOWES, JR.         Director                            July 15, 1998
-----------------------------------
     William K. Bowes, Jr.

    /s/ SYDNEY BRENNER                Director                            July 15, 1998
-----------------------------------
     Sydney Brenner

                                       3.
/s/ JAMES C. KITCH                Director                            July 15, 1998
-----------------------------------
     James C. Kitch

    /s/  KATHLEEN D. LA PORTE         Director                            July 15, 1998
-----------------------------------
     Kathleen D. La Porte
4.
EXHIBIT INDEX

      Exhibit                Description
       Number

          5.1   Opinion of Cooley Godward LLP                              6

         23.1   Consent of Ernst & Young LLP, Independent Auditors         7

         23.2   Consent of Cooley  Godward LLP is contained in
                Exhibit 5.1  to this  Registration Statement               6

         24.1   Power of Attorney is contained on the signature page       3

         99.1   1992 Stock Option Plan, as amended                         8

                                       5.