As filed with the Securities and Exchange Commission on ____________ 1997.

                                                       Registration No. 33-86634
================================================================================
                       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 No.)

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

                              3832 Bay Center Place
                                Hayward, CA 94545
                                 (510) 670-9300
          (Address and telephone number of principal executive offices)

                             1992 Stock Option Plan
                            (Full title of the plan)

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

                                   Copies to:
                             Joel B. Espelien, Esq.
                               Cooley Godward LLP
                        Five Palo Alto Square, Suite 400
                               Palo Alto, CA 94306
                                 (415) 843-5000

                               -----------------
                                                       Total Number of Pages: 17
                                                        Exhibit Index at Page: 7

<PAGE>
<TABLE>

                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================================
                                                      Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      be Registered             Registered               Share (1)                     (1)                       Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                        <C>                          <C>    
Stock Options and Common
Stock (par value $.001)           995,018              $4.00 & $1.35              $2,668,274.30                $808.57
================================================================================================================================
<FN>
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee.  Pursuant  to Rule 457(h) of the  Securities  Act of
         1933,  the price per share and aggregate  offering price are based upon
         the weighted  average  exercise price for stock options issued pursuant
         to the terms of the 1995 Stock Option Plan,  as amended.  The following
         chart shows the calculation of the registration fee:
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                                 Number of          Offering Price         Aggregate
                                Type of Shares                     Shares              Per Share        Offering Price
                                --------------                     ------              ---------        --------------
<S>                                                              <C>                    <C>             <C>
                    Common Stock issuable upon exercise
                    of stock options  issued under the
                    1992 Stock Option Plan                        500,000                $4.00          $2,000,000.00

                    Common Stock issuable upon exercise
                    of stock options issued under the
                    1992 Stock Option Plan pursuant to
                    the merger of Spectragen, Inc. and
                    Lynx Therapeutics, Inc.                       495,018                $1.35          $  668,274.30
                                                                                                       --------------

                                                                                                       x    .00030303
                                                                                                       --------------
                                                                                                       $       808.57
                                                                                                       ==============
</TABLE>



         Part of the stock options to be registered  hereunder have been assumed
by Lynx  Therapeutics,  Inc. (the "Company")  pursuant to an Agreement of Merger
among  the  Company  and   Spectragen,   Inc.,   a  Delaware   corporation   and
majority-owned  subsidiary of the Company,  dated as of November 4, 1996.  These
options  were  originally  granted to employees of  Spectragen,  Inc.  under the
Spectragen 1995 Stock Option Plan.

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


<PAGE>



3.       Incorporation of Documents by Reference

         (a) The  Company's  Annual  Report  on Form 10-K for the  period  ended
December 31, 1995.

         (b) The Company's  Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 10 (No. 0-22570),  as amended,  filed
with the Commission pursuant to the Exchange Act on October 5, 1993.

         (d) All reports and other  documents  filed by the Company  pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities have been sold or
which deregisters all securities then remaining unsold.

         Any  statement  contained in a document  incorporated,  or deemed to be
incorporated,  by  reference  herein or contained  in this  Prospectus  shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which also is, or is deemed to be,  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 of this Prospectus.

6.       Indemnification of Directors and Officers

         Under Section 145 of the Delaware General  Corporation Law, the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such  capacities,  including  liabilities  under the Act.  The
Company's  Bylaws  provide that the Company will  indemnify  its  directors  and
executive  officers and may  indemnify its other  officers,  employees and other
agents to the fullest  extent  permitted  by Delaware  law.  The Company is also
empowered  under its Bylaws to enter into  indemnification  agreements  with its
directors and officers and to purchase insurance on behalf of any person whom it
is required or permitted to indemnify.  Pursuant to this provision,  the Company
has entered or will enter into indemnity  agreements  with each of its directors
and executive officers.

         In addition,  the Company's Certificate of Incorporation provides that,
to the fullest  extent  permitted by Delaware law, the Company's  directors will
not be liable for monetary  damages for breach of the directors'  fiduciary duty
of care to the Company and its  stockholders.  This provision in the Certificate
of  Incorporation  does  not  eliminate  the duty of  care,  and in  appropriate
circumstances  equitable  remedies  such as an  injunction  or  other  forms  of
nonmonetary relief would remain available under Delaware law. Each director will
continue to be subject to liability for breach of the director's duty of loyalty
to the Company, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the director
believes  to  be  contrary  to  the  best   interests  of  the  Company  or  its
stockholders,  for any transaction  from which the director  derived an improper
personal benefit,  for acts or omissions  involving a reckless disregard for the
director's duty to the Company or its  stockholders  when the director was aware
or should  have been  aware of a risk of  serious  injury to the  Company or its
stockholders,  for acts or omissions  that  constitute  an unexcused  pattern of
inattention  that amounts to an abdication of the director's duty to the Company
or its  stockholders,  for  improper  transactions  between the director and the
Company and for improper  distributions  to stockholders  and loans to directors
and officers. This provision also does not affect a director's  responsibilities
under any other laws,  such as the federal  securities  laws or state or federal
environmental laws.

         No pending  material  litigation  or  proceeding  involving a director,
officer,  employee or other agent of the Company as to which  indemnification is
being sought  exists,  and the Company is not aware of any pending or threatened
material  litigation  that may  result  in  claims  for  indemnification  by any
director, officer, employee or other agent.

                                       1.
<PAGE>


8.       Exhibits

Exhibit
Number
------
4.1     Certificate of Incorporation of the Company, as amended*

4.2     Bylaws of the Company, as amended*

4.3     Form of Common Stock Certificate*

5.1     Opinion of Cooley Godward LLP

23.1    Consent of Ernst & Young  LLP

23.2    Consent of Cooley Godward LLP is contained in Exhibit 5 to this 
        Registration Statement

24      Power of Attorney is contained on the signature page

99.1    1992 Stock Option Plan, as amended

99.2    Form of Incentive Stock Option Grant under the Plan*

99.3    Form of Supplemental Stock Option Grant under the Plan, as amended*

-------------
* Filed previously as an Exhibit to the Company's Registration Statement on Form
10 (No. 0-22570), as amended,  initially filed with the Commission on October 5,
1993, and incorporated herein by reference.

9.       Undertakings

         (1)      The undersigned registrant hereby undertakes:

                            a. To file,  during  any  period in which  offers or
sales are being made, a post-effective amendment to this registration statement:

                                    i. To include  any  prospectus  required  by
Section 10(a)(3) of the Securities Act;

                                    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;

                                    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;

         Provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if
this  registration  statement  is on Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                                       2.
<PAGE>


                            b.  That,  for  the  purpose  of   determining   any
liability under the Securities Act, each such post-effective  amendment 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.

                            c.  To  remove  from  registration  by  means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (2) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the 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.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.

                                       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  Hayward,  State  of
California, on January 31, 1997.

                             LYNX THERAPEUTICS, INC.



                             By:    /S/  SAM ELETR
                                ------------------------------------------------
                                    Sam Eletr
                                    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
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                                            Date
         ---------                                            ----

  /S/   SAM ELETR                                             January 31, 1997
--------------------------------------------
Sam Eletr
Chief Executive Officer and Chairman of the
Board of Directors
(Principal Executive Officer)


  /S/  WILLIAM K. BOWES, JR.                                  January 31, 1997
--------------------------------------------
William K. Bowes, Jr.
Director


  /S/ Sydney Brenner                                          January 31, 1997
--------------------------------------------
Sydney Brenner
Director


  /S/  JAMES C. KITCH                                         January 31, 1997
--------------------------------------------
James C. Kitch
Director


  /S/  KATHLEEN D. LA PORTE                                   January 31, 1997
--------------------------------------------
Kathleen D. La Porte
Director


  /S/  CRAIG C. TAYLOR                                        January 31, 1997
--------------------------------------------
Craig C. Taylor
Director and Acting Chief Financial Officer
(Principal Financial and Accounting Officer)

                                       4.
<PAGE>


                                  EXHIBIT INDEX




Exhibit
Number                        Description
-------                       -----------

4.1              Certificate of Incorporation of the Company, as amended*

4.2              Bylaws of the Company, as amended*

4.3              Form of Common Stock Certificate*

5.1              Opinion of Cooley Godward LLP

23.1             Consent of Ernst & Young  LLP

23.2             Consent of Cooley Godward LLP is contained in Exhibit 5 to this
                 Registration Statement

24               Power of Attorney is contained on the signature page

99.1             1992 Stock Option Plan, as amended

99.2             Form of Incentive Stock Option Grant under the Plan*

99.3             Form of Supplemental Stock Option Grant under the Plan, 
                 as amended*

---------------
* Filed previously as an Exhibit to the Company's Registration Statement on Form
10 (No. 0-22570), as amended,  initially filed with the Commission on October 5,
1993, and incorporated herein by reference.

                                       5.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19961}]
{"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": "333-21997", "film-number": "97538138"}, "business-address": {"street1": "3832 BAY CENTER PLACE", "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 ____________ 1997.

                                                       Registration No. 33-86634
================================================================================
                       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 No.)

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

                              3832 Bay Center Place
                                Hayward, CA 94545
                                 (510) 670-9300
          (Address and telephone number of principal executive offices)

                             1992 Stock Option Plan
                            (Full title of the plan)

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

                                   Copies to:
                             Joel B. Espelien, Esq.
                               Cooley Godward LLP
                        Five Palo Alto Square, Suite 400
                               Palo Alto, CA 94306
                                 (415) 843-5000

                               -----------------
                                                       Total Number of Pages: 17
                                                        Exhibit Index at Page: 7
CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                      Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      be Registered             Registered               Share (1)                     (1)                       Fee
--------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common
Stock (par value $.001)           995,018              $4.00 & $1.35              $2,668,274.30                $808.57
================================================================================================================================
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee.  Pursuant  to Rule 457(h) of the  Securities  Act of
         1933,  the price per share and aggregate  offering price are based upon
         the weighted  average  exercise price for stock options issued pursuant
         to the terms of the 1995 Stock Option Plan,  as amended.  The following
         chart shows the calculation of the registration fee:
Number of          Offering Price         Aggregate
                                Type of Shares                     Shares              Per Share        Offering Price
                                --------------                     ------              ---------        --------------
Common Stock issuable upon exercise
                    of stock options  issued under the
                    1992 Stock Option Plan                        500,000                $4.00          $2,000,000.00

                    Common Stock issuable upon exercise
                    of stock options issued under the
                    1992 Stock Option Plan pursuant to
                    the merger of Spectragen, Inc. and
                    Lynx Therapeutics, Inc.                       495,018                $1.35          $  668,274.30
                                                                                                       --------------

                                                                                                       x    .00030303
                                                                                                       --------------
                                                                                                       $       808.57
                                                                                                       ==============
Part of the stock options to be registered  hereunder have been assumed
by Lynx  Therapeutics,  Inc. (the "Company")  pursuant to an Agreement of Merger
among  the  Company  and   Spectragen,   Inc.,   a  Delaware   corporation   and
majority-owned  subsidiary of the Company,  dated as of November 4, 1996.  These
options  were  originally  granted to employees of  Spectragen,  Inc.  under the
Spectragen 1995 Stock Option Plan.

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

         (a) The  Company's  Annual  Report  on Form 10-K for the  period  ended
December 31, 1995.

         (b) The Company's  Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 10 (No. 0-22570),  as amended,  filed
with the Commission pursuant to the Exchange Act on October 5, 1993.

         (d) All reports and other  documents  filed by the Company  pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities have been sold or
which deregisters all securities then remaining unsold.

         Any  statement  contained in a document  incorporated,  or deemed to be
incorporated,  by  reference  herein or contained  in this  Prospectus  shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which also is, or is deemed to be,  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 of this Prospectus.

6.       Indemnification of Directors and Officers

         Under Section 145 of the Delaware General  Corporation Law, the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such  capacities,  including  liabilities  under the Act.  The
Company's  Bylaws  provide that the Company will  indemnify  its  directors  and
executive  officers and may  indemnify its other  officers,  employees and other
agents to the fullest  extent  permitted  by Delaware  law.  The Company is also
empowered  under its Bylaws to enter into  indemnification  agreements  with its
directors and officers and to purchase insurance on behalf of any person whom it
is required or permitted to indemnify.  Pursuant to this provision,  the Company
has entered or will enter into indemnity  agreements  with each of its directors
and executive officers.

         In addition,  the Company's Certificate of Incorporation provides that,
to the fullest  extent  permitted by Delaware law, the Company's  directors will
not be liable for monetary  damages for breach of the directors'  fiduciary duty
of care to the Company and its  stockholders.  This provision in the Certificate
of  Incorporation  does  not  eliminate  the duty of  care,  and in  appropriate
circumstances  equitable  remedies  such as an  injunction  or  other  forms  of
nonmonetary relief would remain available under Delaware law. Each director will
continue to be subject to liability for breach of the director's duty of loyalty
to the Company, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the director
believes  to  be  contrary  to  the  best   interests  of  the  Company  or  its
stockholders,  for any transaction  from which the director  derived an improper
personal benefit,  for acts or omissions  involving a reckless disregard for the
director's duty to the Company or its  stockholders  when the director was aware
or should  have been  aware of a risk of  serious  injury to the  Company or its
stockholders,  for acts or omissions  that  constitute  an unexcused  pattern of
inattention  that amounts to an abdication of the director's duty to the Company
or its  stockholders,  for  improper  transactions  between the director and the
Company and for improper  distributions  to stockholders  and loans to directors
and officers. This provision also does not affect a director's  responsibilities
under any other laws,  such as the federal  securities  laws or state or federal
environmental laws.

         No pending  material  litigation  or  proceeding  involving a director,
officer,  employee or other agent of the Company as to which  indemnification is
being sought  exists,  and the Company is not aware of any pending or threatened
material  litigation  that may  result  in  claims  for  indemnification  by any
director, officer, employee or other agent.

                                       1.
8.       Exhibits

Exhibit
Number
------
4.1     Certificate of Incorporation of the Company, as amended*

4.2     Bylaws of the Company, as amended*

4.3     Form of Common Stock Certificate*

5.1     Opinion of Cooley Godward LLP

23.1    Consent of Ernst & Young  LLP

23.2    Consent of Cooley Godward LLP is contained in Exhibit 5 to this 
        Registration Statement

24      Power of Attorney is contained on the signature page

99.1    1992 Stock Option Plan, as amended

99.2    Form of Incentive Stock Option Grant under the Plan*

99.3    Form of Supplemental Stock Option Grant under the Plan, as amended*

-------------
* Filed previously as an Exhibit to the Company's Registration Statement on Form
10 (No. 0-22570), as amended,  initially filed with the Commission on October 5,
1993, and incorporated herein by reference.

9.       Undertakings

         (1)      The undersigned registrant hereby undertakes:

                            a. To file,  during  any  period in which  offers or
sales are being made, a post-effective amendment to this registration statement:

                                    i. To include  any  prospectus  required  by
Section 10(a)(3) of the Securities Act;

                                    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;

                                    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;

         Provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if
this  registration  statement  is on Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed by the issuer  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                                       2.
b.  That,  for  the  purpose  of   determining   any
liability under the Securities Act, each such post-effective  amendment 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.

                            c.  To  remove  from  registration  by  means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (2) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the 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.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.

                                       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  Hayward,  State  of
California, on January 31, 1997.

                             LYNX THERAPEUTICS, INC.

                             By:    /S/  SAM ELETR
                                ------------------------------------------------
                                    Sam Eletr
                                    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
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                                            Date
         ---------                                            ----

  /S/   SAM ELETR                                             January 31, 1997
--------------------------------------------
Sam Eletr
Chief Executive Officer and Chairman of the
Board of Directors
(Principal Executive Officer)

  /S/  WILLIAM K. BOWES, JR.                                  January 31, 1997
--------------------------------------------
William K. Bowes, Jr.
Director

  /S/ Sydney Brenner                                          January 31, 1997
--------------------------------------------
Sydney Brenner
Director

  /S/  JAMES C. KITCH                                         January 31, 1997
--------------------------------------------
James C. Kitch
Director

  /S/  KATHLEEN D. LA PORTE                                   January 31, 1997
--------------------------------------------
Kathleen D. La Porte
Director

  /S/  CRAIG C. TAYLOR                                        January 31, 1997
--------------------------------------------
Craig C. Taylor
Director and Acting Chief Financial Officer
(Principal Financial and Accounting Officer)

                                       4.
EXHIBIT INDEX

Exhibit
Number                        Description
-------                       -----------

4.1              Certificate of Incorporation of the Company, as amended*

4.2              Bylaws of the Company, as amended*

4.3              Form of Common Stock Certificate*

5.1              Opinion of Cooley Godward LLP

23.1             Consent of Ernst & Young  LLP

23.2             Consent of Cooley Godward LLP is contained in Exhibit 5 to this
                 Registration Statement

24               Power of Attorney is contained on the signature page

99.1             1992 Stock Option Plan, as amended

99.2             Form of Incentive Stock Option Grant under the Plan*

99.3             Form of Supplemental Stock Option Grant under the Plan, 
                 as amended*

---------------
* Filed previously as an Exhibit to the Company's Registration Statement on Form
10 (No. 0-22570), as amended,  initially filed with the Commission on October 5,
1993, and incorporated herein by reference.

                                       5.