<TABLE>
<CAPTION>

                        As filed with the Securities and Exchange Commission on October 3, 2000.

                                                                                         Registration No. 333-_____
-------------------------------------------------------------------------------------------------------------------
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM S-8

                                              REGISTRATION STATEMENT
                                                       UNDER
                                            THE SECURITIES ACT OF 1933

                                                INCYTE GENOMICS, INC.
                                        ------------------------------------
                              (Exact name of registrant as specified in its charter)

                                 Delaware                                                           94-3136539
                 -----------------------------------------                            ---------------------------------------
                     (State or other jurisdiction of                                             (I.R.S. Employer
                      incorporation or organization)                                           Identification No.)

                            3160 Porter Drive
                          Palo Alto, California                                                       94304
                 -----------------------------------------                            ---------------------------------------
                 (Address of Principal Executive Offices)                                           (Zip Code)

                                               1991 STOCK PLAN OF INCYTE PHARMACEUTICALS, INC.
                                               -----------------------------------------------
                                                          (Full title of the plan)

                             ROY A. WHITFIELD                                                        Copy to:
                  President and Chief Executive Officer                                       STANTON D. WONG, ESQ.
                          Incyte Genomics, Inc.                                           Pillsbury Madison & Sutro LLP
                            3160 Porter Drive                                                     P.O. Box 7880
                       Palo Alto, California 94304                                           San Francisco, CA 94120
                              (415) 855-0555                                                      (415) 983-1000
                 -----------------------------------------                            ---------------------------------------
                   (Name, address and telephone number,
                    including area code, of agent for
                                 service)

                                                        CALCULATION OF REGISTRATION FEE

               Title of                         Amount             Proposed Maximum            Proposed              Amount of
             Securities To                      To Be               Offering Price         Maximum Aggregate        Registration
             Be Registered                  Registered(1)            per Share(2)          Offering Price(2)            Fee
<S>                                      <C>                   <C>                       <C>                    <C>
---------------------------------------- --------------------- ------------------------- ---------------------- --------------------


Common Stock, $.001 par value(3)           2,600,000 shares                $40.47            $105,222,000             $27,779
---------------------------------------- --------------------- ------------------------- ---------------------- --------------------
</TABLE>

(1)      Calculated pursuant to General Instruction E to Form S-8.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h)(1), based upon the average of the high and low
         sales prices of the Company's Common Stock on the Nasdaq National
         Market on September 28, 2000.

(3)      Associated with the Common Stock are Series A Participating Preferred
         Stock Purchase Rights that will not be exercisable or evidenced
         separately from the Common Stock prior to the occurrence of certain
         events.

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

         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 Statements filed with the Securities
and Exchange Commission on July 20, 1999 (File No. 333-83291), September 9, 1998
(File No. 333-63069), July 16, 1997 (File No. 333-31413), October 4, 1996 (File
No. 333-13449), June 20, 1995 (File No. 33-93666) and on March 10, 1994 (File
No. 33-76344) are hereby incorporated by reference.

                                     Part II

INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by Registrant with the
Commission are hereby incorporated by reference in this Registration Statement:

          (1) Registrant's Annual Report on Form 10-K (File No. 0-27488) for the
fiscal year ended December 31, 1999;

          (2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488) for
the quarters ended March 31, and June 30, 2000;

          (3) Registrant's Current Reports on Form 8-K dated February 1,
February 17, February 22, February 24, March 24, July 25 and August 25, 2000
(File No. 0-27488);

          (4) The description of the Common Stock contained in Registrant's
Registration Statement on Form 8-A filed January 5, 1996 (File No. 0-27488); and

          (5) The description of the Series A Participating Preferred Stock
Purchase Rights contained in Registrant's Registration Statement on Form 8-A
Filed September 30, 1998 (File No. 0-27488).

          In addition, all documents subsequently filed by Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 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.

                                                     EXHIBITS
                                                     --------
 Exhibit
  Number     Exhibit
  ------     -------

   5.1       Opinion of Pillsbury Madison & Sutro LLP.

   23.1      Consent of Ernst & Young LLP, Independent Auditors.

   23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

   23.3      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

   99.1      2000 Amendment to the 1991 Stock Plan.


                                      - 1-
<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 Palo Alto, State of California, on October 2, 2000.

                                     INCYTE GENOMICS, INC.


                                     By             /S/ ROY A. WHITFIELD
                                       -----------------------------------------
                                                      Roy A. Whitfield
                                                   Chief Executive Officer
                                                 (Principal Executive Officer)


                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roy A. Whitfield and John M. Vuko, and
each of them, his true and lawful attorneys-in-fact and agents, each 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 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, 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 his substitute or substitutes,
may 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 date indicated:

<TABLE>

<CAPTION>
                 SIGNATURE                                    TITLE                             DATE
                 ---------                                    -----                             ----
<S>       <C>                                <C>                                          <C>
          /S/ ROY A. WHITFIELD
----------------------------------------     Chief Executive Officer (Principal           October 2, 2000
          /S/ ROY A. WHITFIELD               Executive Officer) and Director
             Roy A. Whitfield



            /S/ JOHN M. VUKO                 Chief Financial Officer (Principal           October 2, 2000
----------------------------------------     Financial Officer)
               John M. Vuko



            /S/ TIMOTHY HENN                 Controller (Principal Accounting             October 2, 2000
----------------------------------------     Officer)
               Timothy Henn



        /S/ JEFFREY J. COLLINSON             Director                                     October 2, 2000
----------------------------------------
           Jeffrey J. Collinson


                                     - 2 -
<PAGE>

                 SIGNATURE                                    TITLE                             DATE
                 ---------                                    -----                             ----



                                             Chairman of the Board
----------------------------------------
              Randal W. Scott



           /S/ BARRY M. BLOOM                Director                                     October 2, 2000
----------------------------------------
              Barry M. Bloom



         /S/ FREDERICK B. CRAVES             Director                                     October 2, 2000
----------------------------------------
             Frederick B. Craves


             /S/ JON S. SAXE                 Director                                     October 2, 2000
----------------------------------------
                Jon S. Saxe
</TABLE>


                                     - 3 -
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

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

   5.1       Opinion of Pillsbury Madison & Sutro LLP.

   23.1      Consent of Ernst & Young LLP, Independent Auditors.

   23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

   23.3      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

   99.1      2000 Amendment to the 1991 Stock Plan.


                                     - 4 -
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 12560}]
{"company-data": {"conformed-name": "INCYTE GENOMICS INC", "cik": "0000879169", "assigned-sic": "8731", "irs-number": "943136539", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47178", "film-number": "734035"}, "business-address": {"street1": "3160 PORTER DR", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "6508550555"}, "mail-address": {"street1": "3160 PORTER DRIVE", "city": "PALO ALTO", "state": "CA", "zip": "94304"}, "former-company": {"former-conformed-name": "INCYTE PHARMACEUTICALS INC", "date-changed": "19930902"}}
As filed with the Securities and Exchange Commission on October 3, 2000.

                                                                                         Registration No. 333-_____
-------------------------------------------------------------------------------------------------------------------
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM S-8

                                              REGISTRATION STATEMENT
                                                       UNDER
                                            THE SECURITIES ACT OF 1933

                                                INCYTE GENOMICS, INC.
                                        ------------------------------------
                              (Exact name of registrant as specified in its charter)

                                 Delaware                                                           94-3136539
                 -----------------------------------------                            ---------------------------------------
                     (State or other jurisdiction of                                             (I.R.S. Employer
                      incorporation or organization)                                           Identification No.)

                            3160 Porter Drive
                          Palo Alto, California                                                       94304
                 -----------------------------------------                            ---------------------------------------
                 (Address of Principal Executive Offices)                                           (Zip Code)

                                               1991 STOCK PLAN OF INCYTE PHARMACEUTICALS, INC.
                                               -----------------------------------------------
                                                          (Full title of the plan)

                             ROY A. WHITFIELD                                                        Copy to:
                  President and Chief Executive Officer                                       STANTON D. WONG, ESQ.
                          Incyte Genomics, Inc.                                           Pillsbury Madison & Sutro LLP
                            3160 Porter Drive                                                     P.O. Box 7880
                       Palo Alto, California 94304                                           San Francisco, CA 94120
                              (415) 855-0555                                                      (415) 983-1000
                 -----------------------------------------                            ---------------------------------------
                   (Name, address and telephone number,
                    including area code, of agent for
                                 service)

                                                        CALCULATION OF REGISTRATION FEE

               Title of                         Amount             Proposed Maximum            Proposed              Amount of
             Securities To                      To Be               Offering Price         Maximum Aggregate        Registration
             Be Registered                  Registered(1)            per Share(2)          Offering Price(2)            Fee
---------------------------------------- --------------------- ------------------------- ---------------------- --------------------

Common Stock, $.001 par value(3)           2,600,000 shares                $40.47            $105,222,000             $27,779
---------------------------------------- --------------------- ------------------------- ---------------------- --------------------
(1)      Calculated pursuant to General Instruction E to Form S-8.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h)(1), based upon the average of the high and low
         sales prices of the Company's Common Stock on the Nasdaq National
         Market on September 28, 2000.

(3)      Associated with the Common Stock are Series A Participating Preferred
         Stock Purchase Rights that will not be exercisable or evidenced
         separately from the Common Stock prior to the occurrence of certain
         events.

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

         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 Statements filed with the Securities
and Exchange Commission on July 20, 1999 (File No. 333-83291), September 9, 1998
(File No. 333-63069), July 16, 1997 (File No. 333-31413), October 4, 1996 (File
No. 333-13449), June 20, 1995 (File No. 33-93666) and on March 10, 1994 (File
No. 33-76344) are hereby incorporated by reference.

                                     Part II

INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by Registrant with the
Commission are hereby incorporated by reference in this Registration Statement:

          (1) Registrant's Annual Report on Form 10-K (File No. 0-27488) for the
fiscal year ended December 31, 1999;

          (2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488) for
the quarters ended March 31, and June 30, 2000;

          (3) Registrant's Current Reports on Form 8-K dated February 1,
February 17, February 22, February 24, March 24, July 25 and August 25, 2000
(File No. 0-27488);

          (4) The description of the Common Stock contained in Registrant's
Registration Statement on Form 8-A filed January 5, 1996 (File No. 0-27488); and

          (5) The description of the Series A Participating Preferred Stock
Purchase Rights contained in Registrant's Registration Statement on Form 8-A
Filed September 30, 1998 (File No. 0-27488).

          In addition, all documents subsequently filed by Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 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.

                                                     EXHIBITS
                                                     --------
 Exhibit
  Number     Exhibit
  ------     -------

   5.1       Opinion of Pillsbury Madison & Sutro LLP.

   23.1      Consent of Ernst & Young LLP, Independent Auditors.

   23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

   23.3      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

   99.1      2000 Amendment to the 1991 Stock Plan.

                                      - 1-
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 Palo Alto, State of California, on October 2, 2000.

                                     INCYTE GENOMICS, INC.

                                     By             /S/ ROY A. WHITFIELD
                                       -----------------------------------------
                                                      Roy A. Whitfield
                                                   Chief Executive Officer
                                                 (Principal Executive Officer)

                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roy A. Whitfield and John M. Vuko, and
each of them, his true and lawful attorneys-in-fact and agents, each 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 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, 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 his substitute or substitutes,
may 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 date indicated:
SIGNATURE                                    TITLE                             DATE
                 ---------                                    -----                             ----
/S/ ROY A. WHITFIELD
----------------------------------------     Chief Executive Officer (Principal           October 2, 2000
          /S/ ROY A. WHITFIELD               Executive Officer) and Director
             Roy A. Whitfield

            /S/ JOHN M. VUKO                 Chief Financial Officer (Principal           October 2, 2000
----------------------------------------     Financial Officer)
               John M. Vuko

            /S/ TIMOTHY HENN                 Controller (Principal Accounting             October 2, 2000
----------------------------------------     Officer)
               Timothy Henn

        /S/ JEFFREY J. COLLINSON             Director                                     October 2, 2000
----------------------------------------
           Jeffrey J. Collinson

                                     - 2 -
SIGNATURE                                    TITLE                             DATE
                 ---------                                    -----                             ----

                                             Chairman of the Board
----------------------------------------
              Randal W. Scott

           /S/ BARRY M. BLOOM                Director                                     October 2, 2000
----------------------------------------
              Barry M. Bloom

         /S/ FREDERICK B. CRAVES             Director                                     October 2, 2000
----------------------------------------
             Frederick B. Craves

             /S/ JON S. SAXE                 Director                                     October 2, 2000
----------------------------------------
                Jon S. Saxe
- 3 -
INDEX TO EXHIBITS
                                -----------------

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

   5.1       Opinion of Pillsbury Madison & Sutro LLP.

   23.1      Consent of Ernst & Young LLP, Independent Auditors.

   23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

   23.3      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

   99.1      2000 Amendment to the 1991 Stock Plan.

                                     - 4 -