<PAGE>   1
      As filed with the Securities and Exchange Commission on May 1, 1998__
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          AMYLIN PHARMACEUTICALS, INC.

             (Exact Name Of Registrant As Specified In Its Charter)

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

             DELAWARE                                    33-0266089
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

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

                             9373 TOWNE CENTRE DRIVE
                           SAN DIEGO, CALIFORNIA 92121
                                 (619) 552-2200
                    (Address Of Principal Executive Offices)

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

                   EMPLOYEE PHANTOM STOCK SALARY DEFERRAL PLAN
                            (Full Title Of The Plan)

                               JOSEPH C. COOK, JR.
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                          AMYLIN PHARMACEUTICALS, INC.
                             9373 TOWNE CENTRE DRIVE
                           SAN DIEGO, CALIFORNIA 92121
                                 (619) 552-2200

            (Name, Address, Including Zip Code, And Telephone Number,
                   Including Area Code, Of Agent For Service)

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

                                   COPIES TO:
                              THOMAS A. COLL, ESQ.
                               COOLEY GODWARD LLP
                        4365 EXECUTIVE DRIVE, SUITE 1100
                           SAN DIEGO, CALIFORNIA 92121
                                 (619) 550-6000


<PAGE>   2


<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE        AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
          REGISTERED (1)             REGISTERED             SHARE(2)               PRICE(2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                  <C>                 <C>    
Common Stock, par value $.001           150,000               $4.91                $736,500            $217.27
=====================================================================================================================
</TABLE>

(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended (the "Securities Act"), this registration statement also
        covers an indeterminate amount of interests to be offered or sold
        pursuant to the employee benefit plan described herein.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rules 457(c) and (h)(1). The price per
        share and aggregate offering price are based upon the average of the
        high and low prices of Registrant's Common Stock on April 28, 1998 as
        reported on the Nasdaq National Market.


<PAGE>   3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by AMYLIN PHARMACEUTICALS, 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, 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.


                            DESCRIPTION OF SECURITIES

        Not applicable.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its Directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act.

        The Registrant's Certificate of Incorporation and By-laws include
provisions to (i) eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its Directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, 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 Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
acts or omissions that the Director believes to be contrary to the best
interests of the Registrant 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 Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omission that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for





                                       3
<PAGE>   4

improper distributions to stockholders and loans to Directors and officers. The
provision also does not affect a Director's responsibilities under any other
law, such as the federal securities law or state or federal environmental laws.

        The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.

        At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.

        The Registrant has an insurance policy covering the officers and
Directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.


                       EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.


                                    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          Power of Attorney is contained on the signature pages.

99.1        Employee Phantom Stock Salary Deferral Plan (the "Plan").

99.2        Deferred Compensation Agreement used in connection with the Plan.











                                       4

<PAGE>   5

                                  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 with or furnished to the
Commission 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 in the 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.

3.      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                       5
<PAGE>   6
                                   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 San Diego, State of California, on May 1, 1998.


                                        AMYLIN PHARMACEUTICALS, INC.



                                        By   /s/ JOSEPH C. COOK, JR.
                                           -------------------------------------
                                            Joseph C. Cook, Jr., Chairman of the
                                            Board and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph C. Cook, Jr. and Bradford J. Duft
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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
SIGNATURE                                     TITLE                                                 DATE
---------                                     -----                                                 ----

<S>                                           <C>                                                   <C>    
         /s/ JOSEPH C. COOK, JR.              Chairman of the Board and Chief Executive Officer     May 1, 1998
-----------------------------------------     (Principal Financial Officer)
         Joseph C. Cook, Jr. 



         /s/ KARL H. OLSEN                    Treasurer and Controller (Principal Accounting        May 1, 1998
-----------------------------------------     Officer)
         Karl H. Olsen



                                              Director                                              May  , 1998
-----------------------------------------
         James C. Blair, Ph.D.



         /s/ JAMES C. GAITHER                 Director                                              May 1, 1998
-----------------------------------------
         James C. Gaither
</TABLE>


(continued on following page)





                                       6
<PAGE>   7
(continued from previous page)

<TABLE>
<CAPTION>
SIGNATURE                                     TITLE                                                 DATE
---------                                     -----                                                 ----

<S>                                           <C>                                                   <C>    
         /s/ HOWARD E. GREENE, JR.            Director                                              May 1, 1998
-----------------------------------------
         Howard E. Greene, Jr.



         /s/ GINGER L. HOWARD                 Director                                              May 1, 1998
-----------------------------------------
         Ginger L. Howard



         /s/ VAUGHN M. KAILIAN                Director                                              May 1, 1998
-----------------------------------------
         Vaughn M. Kailian



         /s/ TIMOTHY J. WOLLAEGER             Director                                              May 1, 1998
-----------------------------------------
         Timothy J. Wollaeger


EMPLOYEE PHANTOM STOCK SALARY DEFERRAL PLAN




By:       /s/ JOSEPH C. COOK, JR.                                                                   May 1, 1998
    -------------------------------------
          Joseph C. Cook, Jr.
          Administrator
</TABLE>






                                       7
<PAGE>   8

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                              DESCRIPTION
 -------                             -----------
<S>              <C>                             
  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              Power of Attorney is contained on the signature pages.

 99.1            Employee Phantom Stock Salary Deferral Plan

 99.2            Deferred Compensation Agreement used in connection with the
                 Employee  Phantom Stock Salary Deferral Plan
</TABLE>
























                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20679}]
{"company-data": {"conformed-name": "AMYLIN PHARMACEUTICALS INC", "cik": "0000881464", "assigned-sic": "2834", "irs-number": "330266089", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51577", "film-number": "98608285"}, "business-address": {"street1": "9373 TOWNE CENTRE DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195522200"}, "mail-address": {"street1": "9373 TOWNE CENTRE DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
1
      As filed with the Securities and Exchange Commission on May 1, 1998__
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          AMYLIN PHARMACEUTICALS, INC.

             (Exact Name Of Registrant As Specified In Its Charter)

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

             DELAWARE                                    33-0266089
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

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

                             9373 TOWNE CENTRE DRIVE
                           SAN DIEGO, CALIFORNIA 92121
                                 (619) 552-2200
                    (Address Of Principal Executive Offices)

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

                   EMPLOYEE PHANTOM STOCK SALARY DEFERRAL PLAN
                            (Full Title Of The Plan)

                               JOSEPH C. COOK, JR.
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                          AMYLIN PHARMACEUTICALS, INC.
                             9373 TOWNE CENTRE DRIVE
                           SAN DIEGO, CALIFORNIA 92121
                                 (619) 552-2200

            (Name, Address, Including Zip Code, And Telephone Number,
                   Including Area Code, Of Agent For Service)

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

                                   COPIES TO:
                              THOMAS A. COLL, ESQ.
                               COOLEY GODWARD LLP
                        4365 EXECUTIVE DRIVE, SUITE 1100
                           SAN DIEGO, CALIFORNIA 92121
                                 (619) 550-6000
2
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES TO BE        AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
          REGISTERED (1)             REGISTERED             SHARE(2)               PRICE(2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001           150,000               $4.91                $736,500            $217.27
=====================================================================================================================
(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended (the "Securities Act"), this registration statement also
        covers an indeterminate amount of interests to be offered or sold
        pursuant to the employee benefit plan described herein.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rules 457(c) and (h)(1). The price per
        share and aggregate offering price are based upon the average of the
        high and low prices of Registrant's Common Stock on April 28, 1998 as
        reported on the Nasdaq National Market.
3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by AMYLIN PHARMACEUTICALS, 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, 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.

                            DESCRIPTION OF SECURITIES

        Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its Directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act.

        The Registrant's Certificate of Incorporation and By-laws include
provisions to (i) eliminate the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its Directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, 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 Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
acts or omissions that the Director believes to be contrary to the best
interests of the Registrant 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 Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omission that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for

                                       3
4

improper distributions to stockholders and loans to Directors and officers. The
provision also does not affect a Director's responsibilities under any other
law, such as the federal securities law or state or federal environmental laws.

        The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.

        At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.

        The Registrant has an insurance policy covering the officers and
Directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.

                       EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

                                    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          Power of Attorney is contained on the signature pages.

99.1        Employee Phantom Stock Salary Deferral Plan (the "Plan").

99.2        Deferred Compensation Agreement used in connection with the Plan.

                                       4
5

                                  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 with or furnished to the
Commission 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 in the 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.

3.      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
6
                                   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 San Diego, State of California, on May 1, 1998.

                                        AMYLIN PHARMACEUTICALS, INC.

                                        By   /s/ JOSEPH C. COOK, JR.
                                           -------------------------------------
                                            Joseph C. Cook, Jr., Chairman of the
                                            Board and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph C. Cook, Jr. and Bradford J. Duft
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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                     TITLE                                                 DATE
---------                                     -----                                                 ----
/s/ JOSEPH C. COOK, JR.              Chairman of the Board and Chief Executive Officer     May 1, 1998
-----------------------------------------     (Principal Financial Officer)
         Joseph C. Cook, Jr. 

         /s/ KARL H. OLSEN                    Treasurer and Controller (Principal Accounting        May 1, 1998
-----------------------------------------     Officer)
         Karl H. Olsen

                                              Director                                              May  , 1998
-----------------------------------------
         James C. Blair, Ph.D.

         /s/ JAMES C. GAITHER                 Director                                              May 1, 1998
-----------------------------------------
         James C. Gaither
(continued on following page)

                                       6
7
(continued from previous page)
SIGNATURE                                     TITLE                                                 DATE
---------                                     -----                                                 ----
/s/ HOWARD E. GREENE, JR.            Director                                              May 1, 1998
-----------------------------------------
         Howard E. Greene, Jr.

         /s/ GINGER L. HOWARD                 Director                                              May 1, 1998
-----------------------------------------
         Ginger L. Howard

         /s/ VAUGHN M. KAILIAN                Director                                              May 1, 1998
-----------------------------------------
         Vaughn M. Kailian

         /s/ TIMOTHY J. WOLLAEGER             Director                                              May 1, 1998
-----------------------------------------
         Timothy J. Wollaeger

EMPLOYEE PHANTOM STOCK SALARY DEFERRAL PLAN

By:       /s/ JOSEPH C. COOK, JR.                                                                   May 1, 1998
    -------------------------------------
          Joseph C. Cook, Jr.
          Administrator
7
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                                  EXHIBIT INDEX
EXHIBIT
 NUMBER                              DESCRIPTION
 -------                             -----------
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              Power of Attorney is contained on the signature pages.

 99.1            Employee Phantom Stock Salary Deferral Plan

 99.2            Deferred Compensation Agreement used in connection with the
                 Employee  Phantom Stock Salary Deferral Plan
8