As filed with the Securities and Exchange Commission on November 8, 1996
                                                 Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                         ATLANTIC PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                        36-389269
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                             142 Cypress Point Road
                         Half Moon Bay, California 94019
               (Address of principal executive offices) (Zip Code)

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

                             1995 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                 Jon D. Lindjord
                       President & Chief Executive Officer
             142 Cypress Point Road, Half Moon Bay, California 94019
           (Name and address, including zip code of agent for service)
                                 (415) 726-1327
          (Telephone number, including area code, of agent for service)

                               ------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE

================================================================================================================

<CAPTION>
                                                          Proposed              Proposed
   Title of                                                Maximum              Maximum
  Securities                        Amount                Offering              Aggregate            Amount of
     to be                          to be                   Price               Offering           Registration
  Registered                     Registered(1)           per Share(2)           Price(2)                Fee
  ----------                     -------------           ------------           --------                ---
<S>                              <C>                       <C>                 <C>                    <C>   
1995 Stock Option Plan:

Options to Purchase
Common Stock, $0.001 par value      950,000                  N/A                   N/A                  N/A
                                                     
Common Stock, $0.001 par value   950,000 shares            $7.50               $7,125,000             $2,457
                                                   
================================================================================================================

<FN>

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the Atlantic Pharmaceuticals, Inc.
     1995 Stock  Option  Plan,  by reason of any stock  dividend,  stock  split,
     recapitalization or other similar transaction  effected without the receipt
     of  consideration  which  results  in an  increase  in  the  number  of the
     outstanding shares of Common Stock of Atlantic Pharmaceuticals, Inc.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933,  as amended (the "1933 Act"),  on the basis of the
     fair market  value per share of Common  Stock of Atlantic  Pharmaceuticals,
     Inc. on November 4, 1996, as reported on the Nasdaq Small Cap Market.

</FN>
</TABLE>

<PAGE>

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

                  Atlantic  Pharmaceuticals,   Inc.  (the  "Registrant")  hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents previously filed with the Securities and Exchange Commission ("SEC"):


                  (a)      The Registrant's annual report on Form 10-KSB for the
                           fiscal year ended  December 31, 1995,  filed with the
                           SEC on March 29, 1996;

                  (b)      The Registrant's quarterly reports on Form 10-QSB for
                           the quarters ended March 31, 1996,  June 30, 1996 and
                           September 30, 1996 filed with the SEC on May 3, 1996,
                           August 8, 1996 and November 6, 1996 respectively;

                  (c)      The  Registrant's  report on Form 8-K filed  with the
                           SEC on August 30, 1996; and

                  (d)      The Registrant's  Registration Statement No. 00-27282
                           on Form 8-A filed with the SEC on November  28, 1995,
                           pursuant to Section 12(b) of the Securities  Exchange
                           Act of 1934,  as amended (the "1934  Act"),  in which
                           there is described the terms,  rights and  provisions
                           applicable  to the  Registrant's  outstanding  Common
                           Stock.

                  All reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also 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
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware  General  Corporation  Law ("Section  145")
authorizes  a court to  award or a  corporation's  Board of  Directors  to grant
indemnification  to directors and officers in terms sufficiently broad to permit
such  indemnification  under certain  circumstances  for liabilities  (including
reimbursement for expenses  incurred) arising under the 1933 Act. Article Ten of
the Registrant's  Restated  Certificate of Incorporation  provides for mandatory
indemnification  by the  Registrant of all persons the  Registrant may indemnify
under  Section 145 to the  maximum  extent  permitted  by the  Delaware  General
Corporation  Law.  Article  Nine of the  Registrant's  Restated  Certificate  of
Incorporation  provides  that the  personal  liability  of its  directors to the
Registrant is eliminated to the fullest extent permitted by the Delaware General
Corporation Law. These  provisions in the Restated  Certificate of Incorporation
do not eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to  liability  for  breach 


<PAGE>
of the  director's  duty of loyalty to the Company for acts or omissions  not in
good faith or involving intentional  misconduct,  for knowing violations of law,
for  actions  leading to  improper  personal  benefit to the  director,  and for
payment of dividends or approval of stock  repurchases or  redemptions  that are
unlawful  under  Delaware law. The  provision  also does not affect a director's
responsibilities  under any other law,  such as the federal  securities  laws or
state or federal environmental laws.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

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

     4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration No. 00-27282 on Form 8-A which is
                  incorporated herein by reference pursuant to Item 3(b) of this
                  Registration Statement.

     5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of KPMG Peat Marwick LLP - Independent Accountants.

    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.

    24            Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.

    99.1          1995 Stock Option Plan.

    99.2          Form of Notice of Grant of Stock Option.

    99.3          Form of Stock Option Agreement.

    99.4          Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).

    99.5          Form  of  Addendum  to  Stock  Option  Agreement  (Involuntary
                  Termination Following Change in Control).

    99.6          Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Rights).

    99.7          Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).

    99.8          Form of  Notice of Grant of  Automatic  Stock  Option  (Annual
                  Grant).

    99.9          Form of Automatic Stock Option Agreement.

Item 9.  Undertakings

                  A. The undersigned Registrant hereby undertakes:  (1) 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 1933 Act, (ii) to reflect in the prospectus any facts
or events  arising after the effective date of this  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 this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide  offering  thereof and (3) 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 Registrant's 1995
Stock Option Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act that is  incorporated  by reference  into this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                                      II-2
<PAGE>

                  C. Insofar as  indemnification  for liabilities  arising under
the 1933 Act may be permitted to directors,  officers or controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant   has  been  advised   that,   in  the  opinion  of  the  SEC,   such
indemnification  is against  public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

                  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 Half Moon Bay, State of California, on
this 6th day of September, 1996.

                                     ATLANTIC PHARMACEUTICALS, INC.


                                     By:  /s/ Jon D. Lindjord
                                          --------------------------------------
                                          Jon D. Lindjord
                                          Chief Executive Officer, President 
                                          and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That  the  undersigned  officers  and  directors  of  Atlantic
Pharmaceuticals,  Inc., a Delaware corporation, do hereby constitute and appoint
Jon D.  Lindjord  the  lawful  attorney-in-fact  and agent  with full  power and
authority  to do any  and  all  acts  and  things  and to  execute  any  and all
instruments  which  said  attorney  and agent,  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, as amended,  and any rules or  regulations or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby ratifies and confirms that said attorney and agent, shall do
or cause to be done by virtue  hereof.  This Power of Attorney  may be signed in
several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.

Signature                        Title                              Date
---------                        -----                              ----

/s/ Jon d. Lindjord             Chief Executive Officer,       September 6, 1996
---------------------------     President and Director
Jon D. Lindjord                 (Principal Executive Officer)

/s/ Shimshon Mizrachi           Controller                     September 6, 1996
---------------------------     (Principal Financial Officer)
Shimshon Mizrachi 


                                      II-4
<PAGE>

Signature                         Title                             Date
---------                         -----                             ----

/s/ Steve H. Kanzer               Director                     September 6, 1996
------------------------------
Steve H. Kanzer


/s/ Lindsay A. Rosenwald, M.D.    Director                     September 6, 1996
------------------------------
Lindsay A. Rosenwald, M.D.


/s/ John K.A. Prendergast         Director                     September 6, 1996
------------------------------
John K. A. Prendergast, Ph.D.


/s/ Yiuchi Iwaki                  Director                    September 6 , 1996
------------------------------
Yiuchi Iwaki, M.D.



                                      II-5
<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                         ATLANTIC PHARMACEUTICALS, INC.



<PAGE>

                                  EXHIBIT INDEX


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

    4             Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration No. 00-27282 on Form 8-A which is
                  incorporated herein by reference pursuant to Item 3(b) of this
                  Registration Statement.

    5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of KPMG Peat Marwick LLP - Independent Accountants.

    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.

    24            Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.

    99.1          1995 Stock Option Plan.

    99.2          Form of Notice of Grant of Stock Option.

    99.3          Form of Stock Option Agreement.

    99.4          Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).

    99.5          Form  of  Addendum  to  Stock  Option  Agreement  (Involuntary
                  Termination Following Change in Control).

    99.6          Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Rights).

    99.7          Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).

    99.8          Form of  Notice of Grant of  Automatic  Stock  Option  (Annual
                  Grant).

    99.9          Form of Automatic Stock Option Agreement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19779}]
{"company-data": {"conformed-name": "ATLANTIC PHARMACEUTICALS INC", "cik": "0001001316", "assigned-sic": "2834", "irs-number": "363898269", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15807", "film-number": "96656905"}, "business-address": {"street1": "142 CYPRESS POINT RD", "city": "HALF MOON BAY", "state": "CA", "zip": "94019", "phone": "4157261327"}, "mail-address": {"street1": "142 CYPRESS POINT RD", "city": "HALF MOON BAY", "state": "CA", "zip": "94019"}}
As filed with the Securities and Exchange Commission on November 8, 1996
                                                 Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                         ATLANTIC PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                        36-389269
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                             142 Cypress Point Road
                         Half Moon Bay, California 94019
               (Address of principal executive offices) (Zip Code)

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

                             1995 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                 Jon D. Lindjord
                       President & Chief Executive Officer
             142 Cypress Point Road, Half Moon Bay, California 94019
           (Name and address, including zip code of agent for service)
                                 (415) 726-1327
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

================================================================================================================
Proposed              Proposed
   Title of                                                Maximum              Maximum
  Securities                        Amount                Offering              Aggregate            Amount of
     to be                          to be                   Price               Offering           Registration
  Registered                     Registered(1)           per Share(2)           Price(2)                Fee
  ----------                     -------------           ------------           --------                ---
1995 Stock Option Plan:

Options to Purchase
Common Stock, $0.001 par value      950,000                  N/A                   N/A                  N/A
                                                     
Common Stock, $0.001 par value   950,000 shares            $7.50               $7,125,000             $2,457
                                                   
================================================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the Atlantic Pharmaceuticals, Inc.
     1995 Stock  Option  Plan,  by reason of any stock  dividend,  stock  split,
     recapitalization or other similar transaction  effected without the receipt
     of  consideration  which  results  in an  increase  in  the  number  of the
     outstanding shares of Common Stock of Atlantic Pharmaceuticals, Inc.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933,  as amended (the "1933 Act"),  on the basis of the
     fair market  value per share of Common  Stock of Atlantic  Pharmaceuticals,
     Inc. on November 4, 1996, as reported on the Nasdaq Small Cap Market.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

                  Atlantic  Pharmaceuticals,   Inc.  (the  "Registrant")  hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents previously filed with the Securities and Exchange Commission ("SEC"):

                  (a)      The Registrant's annual report on Form 10-KSB for the
                           fiscal year ended  December 31, 1995,  filed with the
                           SEC on March 29, 1996;

                  (b)      The Registrant's quarterly reports on Form 10-QSB for
                           the quarters ended March 31, 1996,  June 30, 1996 and
                           September 30, 1996 filed with the SEC on May 3, 1996,
                           August 8, 1996 and November 6, 1996 respectively;

                  (c)      The  Registrant's  report on Form 8-K filed  with the
                           SEC on August 30, 1996; and

                  (d)      The Registrant's  Registration Statement No. 00-27282
                           on Form 8-A filed with the SEC on November  28, 1995,
                           pursuant to Section 12(b) of the Securities  Exchange
                           Act of 1934,  as amended (the "1934  Act"),  in which
                           there is described the terms,  rights and  provisions
                           applicable  to the  Registrant's  outstanding  Common
                           Stock.

                  All reports and  definitive  proxy or  information  statements
filed  pursuant to Section 13(a),  13(c),  14 or 15(d) of the 1934 Act after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also 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
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware  General  Corporation  Law ("Section  145")
authorizes  a court to  award or a  corporation's  Board of  Directors  to grant
indemnification  to directors and officers in terms sufficiently broad to permit
such  indemnification  under certain  circumstances  for liabilities  (including
reimbursement for expenses  incurred) arising under the 1933 Act. Article Ten of
the Registrant's  Restated  Certificate of Incorporation  provides for mandatory
indemnification  by the  Registrant of all persons the  Registrant may indemnify
under  Section 145 to the  maximum  extent  permitted  by the  Delaware  General
Corporation  Law.  Article  Nine of the  Registrant's  Restated  Certificate  of
Incorporation  provides  that the  personal  liability  of its  directors to the
Registrant is eliminated to the fullest extent permitted by the Delaware General
Corporation Law. These  provisions in the Restated  Certificate of Incorporation
do not eliminate the directors' fiduciary duty, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, 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,  for knowing violations of law,
for  actions  leading to  improper  personal  benefit to the  director,  and for
payment of dividends or approval of stock  repurchases or  redemptions  that are
unlawful  under  Delaware law. The  provision  also does not affect a director's
responsibilities  under any other law,  such as the federal  securities  laws or
state or federal environmental laws.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

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

     4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration No. 00-27282 on Form 8-A which is
                  incorporated herein by reference pursuant to Item 3(b) of this
                  Registration Statement.

     5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of KPMG Peat Marwick LLP - Independent Accountants.

    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.

    24            Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.

    99.1          1995 Stock Option Plan.

    99.2          Form of Notice of Grant of Stock Option.

    99.3          Form of Stock Option Agreement.

    99.4          Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).

    99.5          Form  of  Addendum  to  Stock  Option  Agreement  (Involuntary
                  Termination Following Change in Control).

    99.6          Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Rights).

    99.7          Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).

    99.8          Form of  Notice of Grant of  Automatic  Stock  Option  (Annual
                  Grant).

    99.9          Form of Automatic Stock Option Agreement.

Item 9.  Undertakings

                  A. The undersigned Registrant hereby undertakes:  (1) 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 1933 Act, (ii) to reflect in the prospectus any facts
or events  arising after the effective date of this  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 this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide  offering  thereof and (3) 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 Registrant's 1995
Stock Option Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act that is  incorporated  by reference  into this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                                      II-2
C. Insofar as  indemnification  for liabilities  arising under
the 1933 Act may be permitted to directors,  officers or controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant   has  been  advised   that,   in  the  opinion  of  the  SEC,   such
indemnification  is against  public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-3
SIGNATURES

                  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 Half Moon Bay, State of California, on
this 6th day of September, 1996.

                                     ATLANTIC PHARMACEUTICALS, INC.

                                     By:  /s/ Jon D. Lindjord
                                          --------------------------------------
                                          Jon D. Lindjord
                                          Chief Executive Officer, President 
                                          and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That  the  undersigned  officers  and  directors  of  Atlantic
Pharmaceuticals,  Inc., a Delaware corporation, do hereby constitute and appoint
Jon D.  Lindjord  the  lawful  attorney-in-fact  and agent  with full  power and
authority  to do any  and  all  acts  and  things  and to  execute  any  and all
instruments  which  said  attorney  and agent,  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, as amended,  and any rules or  regulations or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby ratifies and confirms that said attorney and agent, shall do
or cause to be done by virtue  hereof.  This Power of Attorney  may be signed in
several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the dates indicated.

Signature                        Title                              Date
---------                        -----                              ----

/s/ Jon d. Lindjord             Chief Executive Officer,       September 6, 1996
---------------------------     President and Director
Jon D. Lindjord                 (Principal Executive Officer)

/s/ Shimshon Mizrachi           Controller                     September 6, 1996
---------------------------     (Principal Financial Officer)
Shimshon Mizrachi 

                                      II-4
Signature                         Title                             Date
---------                         -----                             ----

/s/ Steve H. Kanzer               Director                     September 6, 1996
------------------------------
Steve H. Kanzer

/s/ Lindsay A. Rosenwald, M.D.    Director                     September 6, 1996
------------------------------
Lindsay A. Rosenwald, M.D.

/s/ John K.A. Prendergast         Director                     September 6, 1996
------------------------------
John K. A. Prendergast, Ph.D.

/s/ Yiuchi Iwaki                  Director                    September 6 , 1996
------------------------------
Yiuchi Iwaki, M.D.

                                      II-5
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                         ATLANTIC PHARMACEUTICALS, INC.
EXHIBIT INDEX

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

    4             Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration No. 00-27282 on Form 8-A which is
                  incorporated herein by reference pursuant to Item 3(b) of this
                  Registration Statement.

    5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of KPMG Peat Marwick LLP - Independent Accountants.

    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.

    24            Power  of  Attorney.  Reference  is made to page  II-4 of this
                  Registration Statement.

    99.1          1995 Stock Option Plan.

    99.2          Form of Notice of Grant of Stock Option.

    99.3          Form of Stock Option Agreement.

    99.4          Form of  Addendum  to  Stock  Option  Agreement  (Special  Tax
                  Elections).

    99.5          Form  of  Addendum  to  Stock  Option  Agreement  (Involuntary
                  Termination Following Change in Control).

    99.6          Form of  Addendum to Stock  Option  Agreement  (Limited  Stock
                  Appreciation Rights).

    99.7          Form of Notice of Grant of  Automatic  Stock  Option  (Initial
                  Grant).

    99.8          Form of  Notice of Grant of  Automatic  Stock  Option  (Annual
                  Grant).

    99.9          Form of Automatic Stock Option Agreement.