As filed with the Securities and Exchange Commission on August 1, 1996
================================================================================
                                                Registration No. 333 -__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                   SUGEN, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

        DELAWARE                                       13-3629196
  ------------------------                 ------------------------------------
  (State of Incorporation)                 (I.R.S. Employer Identification No.)

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

                               515 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)

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

                             1992 STOCK OPTION PLAN
                 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                        1994 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the plans)

                               Stephen Evans-Freke
                              Chairman of the Board
                                   SUGEN, Inc.
                               515 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
 ------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                            Brian C. Cunningham, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                              Five Palo Alto Square
                               Palo Alto, CA 94306
                                 (415) 843-5000

                            -----------------------
<PAGE>
<TABLE>


                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
=========================================================================================================================
     Title of                                  Proposed Maximum          Proposed Maximum 
  Securities to         Amount to be          Offering Price Per        Aggregate Offering             Amount of
  be Registered          Registered                 Share                    Price (1)              Registration Fee
- ------------------  ---------------------  -----------------------   -------------------------   ------------------------
 <S>                   <C>                   <C>                         <C>                          <C>
 Stock Options         356,746 shares                $11.31 (1)          $4,035,867.50 (1)            $1,391.68
 and Common                                                                                        
 Stock (par                                                                                        
 value $.01)                                                                                       
                                                                                                   
 Common Stock          155,254 shares       $11.25 - $14.50 (2)           2,031,056.25 (2)               700.37
 issuable upon                                                                                     
 exercise of                                                                                       
 stock options                                                                                     
 issued pursuant                                                                                   
 to the terms of                                                                                   
 the 1992 Stock                                                                                    
 Option Plan                                                                                       
                                                                                                   
 Common Stock           18,000 shares                $13.50 (2)             243,000.00 (2)                83.79
 issuable upon                                                                                     
 exercise of                                                                                       
 stock options                                                                                     
 issued pursuant                                                                                   
 to the terms of                                                                                   
 the 1994                                                                                          
 Non-Employee                                                                                      
 Directors'                                                                                        
 Stock Option                                                                                      
 Plan                                                                                              
                                                                                                   
 TOTAL:                530,000 shares                                    $6,552,923.75                $2,175.84
=========================================================================================================================
<FN>
- --------------------------------------------------------------------------------
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c) and  (h)(1).  The price per
         share and aggregate  offering price are based upon $11.31,  the average
         of the high and low  prices of  Registrant's  Common  Stock on July 24,
         1996 as  reported  on The Nasdaq  National  Market  System for  244,746
         shares reserved for issuance pursuant to the 1992 Stock Option Plan and
         112,000 shares reserved for issuance  pursuant to the 1994 Non-Employee
         Directors' Stock Option Plan.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule 457(c) and (h). The price per share
         is based upon a range of $11.25 - $14.50,  the  exercise  prices of the
         stock option grants.
- --------------------------------------------------------------------------------
</FN>
</TABLE>

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




                                        2


<PAGE>




                    INCORPORATION BY REFERENCE OF CONTENTS OF
                 REGISTRATION STATEMENT ON FORM S-8 NO. 33-89270

         The contents of  Registration  Statement on Form S-8 No. 33-89270 filed
with the  Securities  and Exchange  Commission on February 8, 1995 and August 1,
1995 are incorporated by reference herein.


                                    EXHIBITS

Exhibit
Number

5.1    Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1   Consent of Ernst & Young LLP, independent auditors

23.2   Consent  of Cooley  Godward  Castro  Huddleson  & Tatum is  contained  in
       Exhibit 5 to this Registration Statement.

24.1   Power of Attorney is contained on the signature pages.

99.1   1992 Stock Option Plan, as amended as of May 23, 1996.

99.2   1994 Non-Employee  Directors' Stock Option Plan, as amended as of May 23,
       1996.




                                        3

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of Redwood City,  County of San Mateo,
State of California, on July 30, 1996.

                                           SUGEN, Inc.



                                           By       /s/ Stephen Evans-Freke
                                              ----------------------------------
                                                    Stephen Evans-Freke
                                                    Chief Executive Officer and
                                                    Chairman of the Board



                                POWER OF ATTORNEY


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  Stephen  Evans-Freke  and Christine E.
Gray-Smith,  and each or any one of them,  his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in  connection  therewith,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them, or their or his  substitutes  or
substitute, may lawfully do or cause to be done by virtue hereof.

<TABLE>

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

<CAPTION>

Signature                                    Title                                       Date

<S>                                          <C>                                         <C>
/s/ Stephen Evans-Freke                      Chief Executive Officer and                 July 30, 1996
- --------------------------------             Chairman of the Board         
(Stephen Evans-Freke)                        (Principal Executive Officer) 
                                             

/s/ Christine E. Gray-Smith                  Senior Director of Finance                  July 30, 1996
- --------------------------------             (Principal Financial and 
(Christine E. Gray-Smith)                    Accounting Officer)      
                                             

                                             Director                                           , 1996
- --------------------------------                                                         --------
(Axel Ullrich)


/s/ Richard D. Spizzirri                     Director                                    July 30, 1996
- --------------------------------
(Richard D. Spizzirri)


                                             4
<PAGE>

/s/ Anthony B. Evnin                         Director                                    July 30, 1996
- --------------------------------
(Anthony B. Evnin)


/s/ Charles M. Hartman                       Director                                    July 30, 1996
- --------------------------------
(Charles M. Hartman)


/s/ Heinrich Kuhn                            Director                                    July 30, 1996
- --------------------------------
(Heinrich Kuhn)


/s/ Donald E. Nickelson                      Director                                    July 30, 1996
- --------------------------------
(Donald E. Nickelson)


/s/ Bruce R. Ross                            Director                                    July 30, 1996
- --------------------------------
(Bruce R. Ross)


/s/ Glenn S. Utt, Jr.                        Director                                    July 30, 1996
- --------------------------------
(Glenn S. Utt, Jr.)


/s/ Michael A. Wall                          Director                                    July 30, 1996
- --------------------------------
(Michael A. Wall)
</TABLE>


                                             5

<PAGE>

<TABLE>

                                  EXHIBIT INDEX

<CAPTION>
Exhibit                                                                                          Sequential
Number                     Description                                                           Page Number

<S>               <C>                                                                               <C>
5.1               Opinion of Cooley Godward Castro Huddleson & Tatum.                                7

23.1              Consent of Ernst & Young LLP, independent auditors                                 8

23.2              Consent of Cooley Godward Castro Huddleson & Tatum is contained                    7
                  in Exhibit 5 to this Registration Statement.

24.1              Power of Attorney is contained on the signature pages.                             3

99.1              1992 Stock Option Plan, as amended as of May 23, 1996.                             9

99.2              1994 Non-Employee Directors' Stock Option Plan, as amended as of May 23, 1996.    19



</TABLE>

                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14460}]
{"company-data": {"conformed-name": "SUGEN INC", "cik": "0000908121", "assigned-sic": "2836", "irs-number": "133629196", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09323", "film-number": "96602098"}, "business-address": {"street1": "515 GALVESTON DR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-4720", "phone": "4153067700"}, "mail-address": {"street1": "515 GALVESTON DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-4720"}}
As filed with the Securities and Exchange Commission on August 1, 1996
================================================================================
                                                Registration No. 333 -__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                   SUGEN, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

        DELAWARE                                       13-3629196
  ------------------------                 ------------------------------------
  (State of Incorporation)                 (I.R.S. Employer Identification No.)

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

                               515 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)

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

                             1992 STOCK OPTION PLAN
                 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                        1994 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                            (Full title of the plans)

                               Stephen Evans-Freke
                              Chairman of the Board
                                   SUGEN, Inc.
                               515 Galveston Drive
                         Redwood City, California 94063
                                 (415) 306-7700
 ------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                            Brian C. Cunningham, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                              Five Palo Alto Square
                               Palo Alto, CA 94306
                                 (415) 843-5000

                            -----------------------
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
     Title of                                  Proposed Maximum          Proposed Maximum 
  Securities to         Amount to be          Offering Price Per        Aggregate Offering             Amount of
  be Registered          Registered                 Share                    Price (1)              Registration Fee
- ------------------  ---------------------  -----------------------   -------------------------   ------------------------
Stock Options         356,746 shares                $11.31 (1)          $4,035,867.50 (1)            $1,391.68
 and Common                                                                                        
 Stock (par                                                                                        
 value $.01)                                                                                       
                                                                                                   
 Common Stock          155,254 shares       $11.25 - $14.50 (2)           2,031,056.25 (2)               700.37
 issuable upon                                                                                     
 exercise of                                                                                       
 stock options                                                                                     
 issued pursuant                                                                                   
 to the terms of                                                                                   
 the 1992 Stock                                                                                    
 Option Plan                                                                                       
                                                                                                   
 Common Stock           18,000 shares                $13.50 (2)             243,000.00 (2)                83.79
 issuable upon                                                                                     
 exercise of                                                                                       
 stock options                                                                                     
 issued pursuant                                                                                   
 to the terms of                                                                                   
 the 1994                                                                                          
 Non-Employee                                                                                      
 Directors'                                                                                        
 Stock Option                                                                                      
 Plan                                                                                              
                                                                                                   
 TOTAL:                530,000 shares                                    $6,552,923.75                $2,175.84
=========================================================================================================================
- --------------------------------------------------------------------------------
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule  457(c) and  (h)(1).  The price per
         share and aggregate  offering price are based upon $11.31,  the average
         of the high and low  prices of  Registrant's  Common  Stock on July 24,
         1996 as  reported  on The Nasdaq  National  Market  System for  244,746
         shares reserved for issuance pursuant to the 1992 Stock Option Plan and
         112,000 shares reserved for issuance  pursuant to the 1994 Non-Employee
         Directors' Stock Option Plan.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant to Rule 457(c) and (h). The price per share
         is based upon a range of $11.25 - $14.50,  the  exercise  prices of the
         stock option grants.
- --------------------------------------------------------------------------------
Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.

                                        2
INCORPORATION BY REFERENCE OF CONTENTS OF
                 REGISTRATION STATEMENT ON FORM S-8 NO. 33-89270

         The contents of  Registration  Statement on Form S-8 No. 33-89270 filed
with the  Securities  and Exchange  Commission on February 8, 1995 and August 1,
1995 are incorporated by reference herein.

                                    EXHIBITS

Exhibit
Number

5.1    Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1   Consent of Ernst & Young LLP, independent auditors

23.2   Consent  of Cooley  Godward  Castro  Huddleson  & Tatum is  contained  in
       Exhibit 5 to this Registration Statement.

24.1   Power of Attorney is contained on the signature pages.

99.1   1992 Stock Option Plan, as amended as of May 23, 1996.

99.2   1994 Non-Employee  Directors' Stock Option Plan, as amended as of May 23,
       1996.

                                        3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of Redwood City,  County of San Mateo,
State of California, on July 30, 1996.

                                           SUGEN, Inc.

                                           By       /s/ Stephen Evans-Freke
                                              ----------------------------------
                                                    Stephen Evans-Freke
                                                    Chief Executive Officer and
                                                    Chairman of the Board

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints  Stephen  Evans-Freke  and Christine E.
Gray-Smith,  and each or any one of them,  his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in  connection  therewith,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them, or their or his  substitutes  or
substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                    Title                                       Date
/s/ Stephen Evans-Freke                      Chief Executive Officer and                 July 30, 1996
- --------------------------------             Chairman of the Board         
(Stephen Evans-Freke)                        (Principal Executive Officer) 
                                             

/s/ Christine E. Gray-Smith                  Senior Director of Finance                  July 30, 1996
- --------------------------------             (Principal Financial and 
(Christine E. Gray-Smith)                    Accounting Officer)      
                                             

                                             Director                                           , 1996
- --------------------------------                                                         --------
(Axel Ullrich)

/s/ Richard D. Spizzirri                     Director                                    July 30, 1996
- --------------------------------
(Richard D. Spizzirri)

                                             4
/s/ Anthony B. Evnin                         Director                                    July 30, 1996
- --------------------------------
(Anthony B. Evnin)

/s/ Charles M. Hartman                       Director                                    July 30, 1996
- --------------------------------
(Charles M. Hartman)

/s/ Heinrich Kuhn                            Director                                    July 30, 1996
- --------------------------------
(Heinrich Kuhn)

/s/ Donald E. Nickelson                      Director                                    July 30, 1996
- --------------------------------
(Donald E. Nickelson)

/s/ Bruce R. Ross                            Director                                    July 30, 1996
- --------------------------------
(Bruce R. Ross)

/s/ Glenn S. Utt, Jr.                        Director                                    July 30, 1996
- --------------------------------
(Glenn S. Utt, Jr.)

/s/ Michael A. Wall                          Director                                    July 30, 1996
- --------------------------------
(Michael A. Wall)
5
EXHIBIT INDEX
Exhibit                                                                                          Sequential
Number                     Description                                                           Page Number
5.1               Opinion of Cooley Godward Castro Huddleson & Tatum.                                7

23.1              Consent of Ernst & Young LLP, independent auditors                                 8

23.2              Consent of Cooley Godward Castro Huddleson & Tatum is contained                    7
                  in Exhibit 5 to this Registration Statement.

24.1              Power of Attorney is contained on the signature pages.                             3

99.1              1992 Stock Option Plan, as amended as of May 23, 1996.                             9

99.2              1994 Non-Employee Directors' Stock Option Plan, as amended as of May 23, 1996.    19
6