Registration No. 333-
================================================================================

                       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 Number)

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

                              3832 Bay Center Place
                                Hayward, CA 94545
                                 (510) 670-9300

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

                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

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

                                   Copies to:

                              James C. Kitch, Esq.
                               COOLEY GODWARD LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                           Palo Alto, California 94306

                              ---------------------
<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
       Title of Securities             Amount to be          Proposed Maximum          Proposed Maximum             Amount of
         to be Registered               Registered       Offering Price Per Share  Aggregate Offering Price     Registration Fee
                                                                    (1)                       (1)
====================================================================================================================================
<S>                                       <C>                     <C>                     <C>                        <C>    
Stock Options and Common Stock            200,000                 $8.8125                 $1,762,500                 $519.94
(par value $.01)
====================================================================================================================================

<FN>
(1)      Estimated  solely for the purpose of  calculating  the amount of the  registration  fee  pursuant to Rule 457(h)  under the
         Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of
         the high and low prices of Registrant's Common Stock as reported on the Nasdaq National Market System on July 14, 1998.
</FN>
</TABLE>
         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.



<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  by  Lynx  Therapeutics,   Inc.  (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial  statements for the Company's latest fiscal year
for which  such  statements  have been  filed,  or (2) the  Company's  effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    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 Securities
Act. The  Company's  Bylaws also 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 not  prohibited 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.

         In  addition,  the Company  has  entered  into  certain  agreements  in
connection  with  the  Company's   equity   financings  which  provide  for  the
indemnification  of directors and officers in certain  circumstances,  including
indemnification  for  liabilities  arising under the Securities Act. The Company
also  maintains  an insurance  policy for its  directors  and officers  insuring
against certain liabilities arising in their capacities as such.


                                       2.
<PAGE>

                                    EXHIBITS


Exhibit
Number

5.1            Opinion of Cooley Godward LLP

23.1           Consent of Ernst & Young LLP, Independent Auditors

23.2           Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

24.1           Power of Attorney is contained on the signature page.

99.1           1998 Employee Stock Purchase Plan


                                  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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective 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
         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 Exchange Act
         that are incorporated by reference herein.

                (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
         therein,  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  herein  shall be  deemed  to be a new  registration
statement


                                       3.
<PAGE>

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.

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 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.


                                       4.
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 July 15, 1998.


                             LYNX THERAPEUTICS, INC.




                             By:     /s/ Sam Eletr, Ph.D.
                                ------------------------------------------------
                                     Sam Eletr, Ph.D.
                                     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
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.
<TABLE>
         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
<CAPTION>

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

<S>                                               <C>                              <C>
/s/  SAM ELETR                                    Chief Executive Officer and      July 15, 1998
----------------------------------------          Chairman of the Board
     Sam Eletr, Ph.D.                             (Principal Executive Officer)


/s/  CRAIG C. TAYLOR                              Director                         July 15, 1998
----------------------------------------
     Craig C. Taylor


/s/  WILLIAM K. BOWES, JR.                        Director                         July 15, 1998
----------------------------------------
     William K. Bowes, Jr.


                                       5.
<PAGE>


/s/  SYDNEY BRENNER                               Director                         July 15, 1998
----------------------------------------
     Sydney Brenner


/s/  JAMES C. KITCH                               Director                         July 15, 1998
----------------------------------------
     James C. Kitch


/s/  KATHLEEN D. LA PORTE                         Director                         July 15, 1998
--------------------------------------------
     Kathleen D. La Porte


</TABLE>


                                       6.
<PAGE>




                                  EXHIBIT INDEX


Exhibit                                      Description
Number

    5.1   Opinion of Cooley Godward LLP                                        8

   23.1   Consent of Ernst & Young LLP, Independent Auditors                   9

   23.2   Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this    8
          Registration Statement

   24.1   Power of Attorney is contained on the signature page                 5

   99.1   1998 Employee Stock Purchase Plan                                   10


                                       7.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17850}]
{"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": "333-59163", "film-number": "98666890"}, "business-address": {"street1": "3832 BAY CENTER PL", "city": "HAYWARD", "state": "CA", "zip": "94545", "phone": "5106709300"}, "mail-address": {"street1": "3832 BAY CENTER PLACE", "city": "HAYWARD", "state": "CA", "zip": "74545"}}
Registration No. 333-
================================================================================

                       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 Number)

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

                              3832 Bay Center Place
                                Hayward, CA 94545
                                 (510) 670-9300

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

                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

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

                                   Copies to:

                              James C. Kitch, Esq.
                               COOLEY GODWARD LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                           Palo Alto, California 94306

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

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
       Title of Securities             Amount to be          Proposed Maximum          Proposed Maximum             Amount of
         to be Registered               Registered       Offering Price Per Share  Aggregate Offering Price     Registration Fee
                                                                    (1)                       (1)
====================================================================================================================================
Stock Options and Common Stock            200,000                 $8.8125                 $1,762,500                 $519.94
(par value $.01)
====================================================================================================================================
(1)      Estimated  solely for the purpose of  calculating  the amount of the  registration  fee  pursuant to Rule 457(h)  under the
         Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of
         the high and low prices of Registrant's Common Stock as reported on the Nasdaq National Market System on July 14, 1998.
Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  by  Lynx  Therapeutics,   Inc.  (the
"Company")  with the Securities  and Exchange  Commission  are  incorporated  by
reference into this Registration Statement:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial  statements for the Company's latest fiscal year
for which  such  statements  have been  filed,  or (2) the  Company's  effective
registration  statement  on  Form  10 or  20-F  filed  under  the  Exchange  Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed  pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration  statement filed under the Exchange Act,  including any amendment
or report filed for the purpose of updating such description.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

                    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 Securities
Act. The  Company's  Bylaws also 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 not  prohibited 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.

         In  addition,  the Company  has  entered  into  certain  agreements  in
connection  with  the  Company's   equity   financings  which  provide  for  the
indemnification  of directors and officers in certain  circumstances,  including
indemnification  for  liabilities  arising under the Securities Act. The Company
also  maintains  an insurance  policy for its  directors  and officers  insuring
against certain liabilities arising in their capacities as such.

                                       2.
EXHIBITS

Exhibit
Number

5.1            Opinion of Cooley Godward LLP

23.1           Consent of Ernst & Young LLP, Independent Auditors

23.2           Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

24.1           Power of Attorney is contained on the signature page.

99.1           1998 Employee Stock Purchase Plan

                                  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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective 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
         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 Exchange Act
         that are incorporated by reference herein.

                (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
         therein,  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  herein  shall be  deemed  to be a new  registration
statement

                                       3.
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.

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 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.

                                       4.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 July 15, 1998.

                             LYNX THERAPEUTICS, INC.

                             By:     /s/ Sam Eletr, Ph.D.
                                ------------------------------------------------
                                     Sam Eletr, Ph.D.
                                     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
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, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                  Title                     Date
----------------------------------------          ---------------------------      -------------
/s/  SAM ELETR                                    Chief Executive Officer and      July 15, 1998
----------------------------------------          Chairman of the Board
     Sam Eletr, Ph.D.                             (Principal Executive Officer)

/s/  CRAIG C. TAYLOR                              Director                         July 15, 1998
----------------------------------------
     Craig C. Taylor

/s/  WILLIAM K. BOWES, JR.                        Director                         July 15, 1998
----------------------------------------
     William K. Bowes, Jr.

                                       5.
/s/  SYDNEY BRENNER                               Director                         July 15, 1998
----------------------------------------
     Sydney Brenner

/s/  JAMES C. KITCH                               Director                         July 15, 1998
----------------------------------------
     James C. Kitch

/s/  KATHLEEN D. LA PORTE                         Director                         July 15, 1998
--------------------------------------------
     Kathleen D. La Porte
6.
EXHIBIT INDEX

Exhibit                                      Description
Number

    5.1   Opinion of Cooley Godward LLP                                        8

   23.1   Consent of Ernst & Young LLP, Independent Auditors                   9

   23.2   Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this    8
          Registration Statement

   24.1   Power of Attorney is contained on the signature page                 5

   99.1   1998 Employee Stock Purchase Plan                                   10

                                       7.