As filed with the Securities and Exchange Commission on January 9, 1998
                          Registration No.333-_________

                                  UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                       NEUROBIOLOGICAL TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

         Delaware                                           94-3049219
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
         or organization)

                              1387 Marina Way South
                           Richmond, California 94804
                    (Address of principal executive offices)

             AMENDED AND RESTATED NEUROBIOLOGICAL TECHNOLOGIES, INC.
                                 1993 STOCK PLAN
                            (Full title of the plan)

                                                              Copy to:
             PAUL E. FREIMAN                              NEIL FLANZRAICH
  President and Chief Executive Officer                 STEPHEN C. FERRUOLO
             Neurobiological                            Heller Ehrman White
            Technologies, Inc                         & McAuliffe, Attorneys
          1387 Marina Way South                        525 University Avenue
        Richmond, California 94804                  Palo Alto, California 94301
              (510) 215-8000                              (650) 624-7000
 (Name and address of agent for service)
<TABLE>
<CAPTION>

                                        CALCULATION OF REGISTRATION FEE
      ------------------- ----------------- ----------------------- ----------------------- ---------------
<S>   <C>                 <C>               <C>                     <C>                     <C>
      Title of            Amount to be      Proposed maximum        Proposed maximum        Amount of
      securities to be    registered        offering price per      aggregate offering      registration
      register                              share (1)               price                   fee
      ------------------- ----------------- ----------------------- ----------------------- ---------------

      Common Stock,
      $ .01 par value     500,000 shares          $.656                  $328,000              $108.24

      ------------------- ----------------- ----------------------- ----------------------- ---------------
<FN>
(1) Pursuant to Rule 457 (h), the  registration fee was computed on the basis of
the market value of the Common Stock,  computed in accordance  with Rule 457 (c)
on the basis of the  average of the high and low prices per share of such Common
Stock as reported on The Nasdaq SmallCap Market on January 7, 1998.
</FN>
</TABLE>
The registration statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.


                                       1
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

GENERAL INFORMATION

         This  Registration   Statement  is  being  filed  for  the  purpose  of
increasing  the number of shares of Common Stock reserved for issuance under the
1993 Stock  Plan by 500,000  shares to a total of  2,000,000  shares.  This will
increase  the number of  securities  of the same class as other  securities  for
which a Registration  Statement of the  Registration on Form S-8 relating to the
same employee benefit plan is effective.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (1)  Registrant's  Form  S-8  Registration  Statements  filed  with the
              Securities  and Exchange  Commission  on February 16 1994 (File No
              33-75392) and on December 20, 1996 (File No. 333-18519).

         (2)  Registrant's  Annual  Report on Form  10-KSB for the  fiscal  year
              ended June 30,  1997,  as  amended,  which  contains,  among other
              things,  the audited  financial  statements of Registrant  for the
              fiscal year ended June 30, 1997,  together with the report thereon
              of Ernst & Young LLP, independent auditors.

         (3)  Registrant's Quarterly Report on Form 10-QSB for the quarter ended
              September 30, 1997.

         (4)  The  description  of   Registrant's   common  stock  contained  in
              Registrant's  Registration  Statement on Form 8-A filed on January
              14, 1994 (File No. 0-23280).

         In addition, all documents subsequently filed by Registrant pursuant to
Section 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  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.


ITEM 8.  EXHIBITS

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

 5.1              Opinion regarding legality of securities to be offered.
10.1              Amended and Restated Neurobiological  Technologies,  Inc. 1993
                  Stock Plan.
23.1              Consent of Ernst & Young LLP, Independent Auditors.
23.2              Consent  of  Heller   Ehrman  White  &  McAuliffe,   Attorneys
                  (included in Exhibit 5.1).
24.1              Power of Attorney

                                       2

<PAGE>


SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Richmond,  State of California,  on January 9,
1998.



                                              NEUROBIOLOGICAL TECHNOLOGIES, INC.

                                     By       /s/ Paul E. Freiman
                                              -------------------
                                              Paul E. Freiman
                                              President, Chief Executive Officer
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 6806}]
{"company-data": {"conformed-name": "NEUROBIOLOGICAL TECHNOLOGIES INC /CA/", "cik": "0000918112", "assigned-sic": "2836", "irs-number": "943049219", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44097", "film-number": "98504990"}, "business-address": {"street1": "1387 MARINA WAY S", "city": "RICHMOND", "state": "CA", "zip": "94804", "phone": "5102158000"}, "mail-address": {"street1": "1387 MARINA WAY SOUTH", "city": "RICHMOND", "state": "CA", "zip": "94804"}}
As filed with the Securities and Exchange Commission on January 9, 1998
                          Registration No.333-_________

                                  UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                       NEUROBIOLOGICAL TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

         Delaware                                           94-3049219
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
         or organization)

                              1387 Marina Way South
                           Richmond, California 94804
                    (Address of principal executive offices)

             AMENDED AND RESTATED NEUROBIOLOGICAL TECHNOLOGIES, INC.
                                 1993 STOCK PLAN
                            (Full title of the plan)

                                                              Copy to:
             PAUL E. FREIMAN                              NEIL FLANZRAICH
  President and Chief Executive Officer                 STEPHEN C. FERRUOLO
             Neurobiological                            Heller Ehrman White
            Technologies, Inc                         & McAuliffe, Attorneys
          1387 Marina Way South                        525 University Avenue
        Richmond, California 94804                  Palo Alto, California 94301
              (510) 215-8000                              (650) 624-7000
 (Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
      ------------------- ----------------- ----------------------- ----------------------- ---------------
Title of            Amount to be      Proposed maximum        Proposed maximum        Amount of
      securities to be    registered        offering price per      aggregate offering      registration
      register                              share (1)               price                   fee
      ------------------- ----------------- ----------------------- ----------------------- ---------------

      Common Stock,
      $ .01 par value     500,000 shares          $.656                  $328,000              $108.24

      ------------------- ----------------- ----------------------- ----------------------- ---------------
(1) Pursuant to Rule 457 (h), the  registration fee was computed on the basis of
the market value of the Common Stock,  computed in accordance  with Rule 457 (c)
on the basis of the  average of the high and low prices per share of such Common
Stock as reported on The Nasdaq SmallCap Market on January 7, 1998.
The registration statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

GENERAL INFORMATION

         This  Registration   Statement  is  being  filed  for  the  purpose  of
increasing  the number of shares of Common Stock reserved for issuance under the
1993 Stock  Plan by 500,000  shares to a total of  2,000,000  shares.  This will
increase  the number of  securities  of the same class as other  securities  for
which a Registration  Statement of the  Registration on Form S-8 relating to the
same employee benefit plan is effective.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (1)  Registrant's  Form  S-8  Registration  Statements  filed  with the
              Securities  and Exchange  Commission  on February 16 1994 (File No
              33-75392) and on December 20, 1996 (File No. 333-18519).

         (2)  Registrant's  Annual  Report on Form  10-KSB for the  fiscal  year
              ended June 30,  1997,  as  amended,  which  contains,  among other
              things,  the audited  financial  statements of Registrant  for the
              fiscal year ended June 30, 1997,  together with the report thereon
              of Ernst & Young LLP, independent auditors.

         (3)  Registrant's Quarterly Report on Form 10-QSB for the quarter ended
              September 30, 1997.

         (4)  The  description  of   Registrant's   common  stock  contained  in
              Registrant's  Registration  Statement on Form 8-A filed on January
              14, 1994 (File No. 0-23280).

         In addition, all documents subsequently filed by Registrant pursuant to
Section 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  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

ITEM 8.  EXHIBITS

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

 5.1              Opinion regarding legality of securities to be offered.
10.1              Amended and Restated Neurobiological  Technologies,  Inc. 1993
                  Stock Plan.
23.1              Consent of Ernst & Young LLP, Independent Auditors.
23.2              Consent  of  Heller   Ehrman  White  &  McAuliffe,   Attorneys
                  (included in Exhibit 5.1).
24.1              Power of Attorney

                                       2
SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Richmond,  State of California,  on January 9,
1998.

                                              NEUROBIOLOGICAL TECHNOLOGIES, INC.

                                     By       /s/ Paul E. Freiman
                                              -------------------
                                              Paul E. Freiman
                                              President, Chief Executive Officer