As filed with the Securities and Exchange Commission on December 20, 1996.

                                                            File No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                       NEUROBIOLOGICAL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                         94-3049219          
--------------------------------                       ----------------------
(State or other jurisdiction of                          (I.R.S. Employer       
incorporation or organization)                         Identification Number)
                                
                                
    1387 Marina Way South                                             
    Richmond, California                                        94804  
--------------------------------                       ----------------------
    (Address of Principal                                     (Zip Code)
     Executive Offices)

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


                                                         Copy to:               
            JEFFREY S. PRICE                       THOMAS E. SPARKS, JR.        
  President and Chief Executive Officer               JOHN L. DONAHUE           
             NEUROBIOLOGICAL                          SALLY BRAMMELL            
           TECHNOLOGIES, INC.                    PILLSBURY MADISON & SUTRO      
          1387 Marina Way South                    Post Office Box 7880         
       Richmond, California 94804             San Francisco, California 94120   
             (510) 215-8000                           (415) 983-1000
----------------------------------------      -------------------------------
      (Name, address and telephone                                              
      number, including area code,                                              
          of agent for service)                                                 
                                        
<TABLE>

                                              CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                          Proposed Maximum             Proposed Maximum
   Title of Securities           Amount To Be            Offering Price Per           Aggregate Offering               Amount of
    To Be Registered              Registered                  Share(1)                     Price(1)                Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                         <C>                          <C>
Common Stock,
$.01 par value                       50,000 shares             $4.00                       $200,000                     $60.61
------------------------------------------------------------------------------------------------------------------------------------
<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
          National Market System on December 19, 1996.
</FN>
</TABLE>

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


The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

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


<PAGE>



                        INFORMATION REQUIRED PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8


General Instruction E Information

         This  Registration   Statement  is  being  filed  for  the  purpose  of
increasing  the number of securities of the same class as other  securities  for
which a  Registration  Statement of the  Registrant  on Form S-8 relating to the
same employee benefit plan is effective.

         Registrant's Form S-8 Registration  Statement filed with the Securities
and  Exchange  Commission  on  February  16,  1994 File No.  33-75392  is hereby
incorporated by reference.


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  Annual  Report on Form 10-KSB (File No.  0-23280) for
the fiscal year ended June 30, 1996,  which  contains,  among other things,  the
financial  statements  of  Registrant  for the fiscal year ended June 30,  1996,
together with the report thereon of Ernst & Young LLP, independent auditors.

         (2) Registrant's Quarterly Report on Form 10-QSB (File No. 0-23280) for
the quarter ended September 30, 1996.

         (3) The  description  of   Registrant's   common   stock  contained  in
Registrant's Registration Statement on Form 8-A filed 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.



                                       -2-


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Richmond, State of California,  on December 20,
1996.

                                        NEUROBIOLOGICAL TECHNOLOGIES, INC.


                                        By     /s/ Jeffrey S. Price
                                           -------------------------------------
                                                 Jeffrey S. Price, Ph.D.
                                          President and Chief Executive Officer

<TABLE>

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Jeffrey S. Price or Shawn K. Johnson his
attorney-in-fact,  with power of substitution for him in any and all capacities,
to sign any  amendments to this  Registration  Statement,  and to file the same,
with exhibits  thereto,  and other documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may do or cause to be
done by virtue thereof.

         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 date indicated:
<CAPTION>

       Signature                                  Title                        Date
      -----------                                 -----                        ----
<S>                                     <C>                               <C>
/s/ Jeffrey S. Price                    President, Chief Executive        December 20, 1996
----------------------------            Officer (Principal Executive      
  Jeffrey S. Price, Ph.D.               Officer) and Director             
                                       

/s/ Shawn K. Johnson                    Director of Finance (Principal    December 20, 1996
----------------------------            Financial Officer and            
    Shawn K. Johnson                    Accounting Officer)                                   


/s/ Abraham E. Cohen                    Chairman of the Board            December 20, 1996
----------------------------                                              
    Abraham E. Cohen


/s/ Enoch Callaway                      Director                         December 20, 1996
----------------------------
 Enoch Callaway, M.D.

                                                


                                       -3-




<PAGE>





----------------------------            Director                         December ___, 1996
  Theodore L. Eliot, Jr.                  


/s/ Lawrence G. Mohr, Jr.               Director                         December 20, 1996
----------------------------
   Lawrence G. Mohr, Jr.


/s/  John B. Stuppin
----------------------------            Director                         December 20, 1996
    John B. Stuppin
                                     

</TABLE>


                                       -4-





<PAGE>



                                INDEX TO EXHIBITS




Exhibit
Number      Exhibit
-------     -------
5.1         Opinion regarding legality of securities to be offered.
10.1        Amended and Restated Neurobiological Technologies, Inc. Employee
            Stock Purchase Plan
23.1        Consent of Ernst & Young LLP, Independent Auditors
23.2        Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1        Power of Attorney (see page 3).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10423}]
{"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": "333-18519", "film-number": "96684468"}, "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 December 20, 1996.

                                                            File No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       NEUROBIOLOGICAL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                         94-3049219          
--------------------------------                       ----------------------
(State or other jurisdiction of                          (I.R.S. Employer       
incorporation or organization)                         Identification Number)
                                
                                
    1387 Marina Way South                                             
    Richmond, California                                        94804  
--------------------------------                       ----------------------
    (Address of Principal                                     (Zip Code)
     Executive Offices)

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

                                                         Copy to:               
            JEFFREY S. PRICE                       THOMAS E. SPARKS, JR.        
  President and Chief Executive Officer               JOHN L. DONAHUE           
             NEUROBIOLOGICAL                          SALLY BRAMMELL            
           TECHNOLOGIES, INC.                    PILLSBURY MADISON & SUTRO      
          1387 Marina Way South                    Post Office Box 7880         
       Richmond, California 94804             San Francisco, California 94120   
             (510) 215-8000                           (415) 983-1000
----------------------------------------      -------------------------------
      (Name, address and telephone                                              
      number, including area code,                                              
          of agent for service)                                                 
                                        

                                              CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum             Proposed Maximum
   Title of Securities           Amount To Be            Offering Price Per           Aggregate Offering               Amount of
    To Be Registered              Registered                  Share(1)                     Price(1)                Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                       50,000 shares             $4.00                       $200,000                     $60.61
------------------------------------------------------------------------------------------------------------------------------------
(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
          National Market System on December 19, 1996.
----------------

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

--------------------------------------------------------------------------------
INFORMATION REQUIRED PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

         This  Registration   Statement  is  being  filed  for  the  purpose  of
increasing  the number of securities of the same class as other  securities  for
which a  Registration  Statement of the  Registrant  on Form S-8 relating to the
same employee benefit plan is effective.

         Registrant's Form S-8 Registration  Statement filed with the Securities
and  Exchange  Commission  on  February  16,  1994 File No.  33-75392  is hereby
incorporated by reference.

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  Annual  Report on Form 10-KSB (File No.  0-23280) for
the fiscal year ended June 30, 1996,  which  contains,  among other things,  the
financial  statements  of  Registrant  for the fiscal year ended June 30,  1996,
together with the report thereon of Ernst & Young LLP, independent auditors.

         (2) Registrant's Quarterly Report on Form 10-QSB (File No. 0-23280) for
the quarter ended September 30, 1996.

         (3) The  description  of   Registrant's   common   stock  contained  in
Registrant's Registration Statement on Form 8-A filed 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.

                                       -2-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Richmond, State of California,  on December 20,
1996.

                                        NEUROBIOLOGICAL TECHNOLOGIES, INC.

                                        By     /s/ Jeffrey S. Price
                                           -------------------------------------
                                                 Jeffrey S. Price, Ph.D.
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Jeffrey S. Price or Shawn K. Johnson his
attorney-in-fact,  with power of substitution for him in any and all capacities,
to sign any  amendments to this  Registration  Statement,  and to file the same,
with exhibits  thereto,  and other documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may do or cause to be
done by virtue thereof.

         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 date indicated:
Signature                                  Title                        Date
      -----------                                 -----                        ----
/s/ Jeffrey S. Price                    President, Chief Executive        December 20, 1996
----------------------------            Officer (Principal Executive      
  Jeffrey S. Price, Ph.D.               Officer) and Director             
                                       

/s/ Shawn K. Johnson                    Director of Finance (Principal    December 20, 1996
----------------------------            Financial Officer and            
    Shawn K. Johnson                    Accounting Officer)                                   

/s/ Abraham E. Cohen                    Chairman of the Board            December 20, 1996
----------------------------                                              
    Abraham E. Cohen

/s/ Enoch Callaway                      Director                         December 20, 1996
----------------------------
 Enoch Callaway, M.D.

                                                

                                       -3-
----------------------------            Director                         December ___, 1996
  Theodore L. Eliot, Jr.                  

/s/ Lawrence G. Mohr, Jr.               Director                         December 20, 1996
----------------------------
   Lawrence G. Mohr, Jr.

/s/  John B. Stuppin
----------------------------            Director                         December 20, 1996
    John B. Stuppin
-4-
INDEX TO EXHIBITS

Exhibit
Number      Exhibit
-------     -------
5.1         Opinion regarding legality of securities to be offered.
10.1        Amended and Restated Neurobiological Technologies, Inc. Employee
            Stock Purchase Plan
23.1        Consent of Ernst & Young LLP, Independent Auditors
23.2        Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1        Power of Attorney (see page 3).