As filed with the Securities and Exchange Commission on July 28, 1997
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

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

                           MATRIX PHARMACEUTICAL, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                        94-2957068
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                               34700 Campus Drive
                            Fremont, California 94555
               (Address of principal executive offices) (Zip Code)

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

                           MATRIX PHARMACEUTICAL, INC.
                           1988 RESTRICTED STOCK PLAN
                        1991 DIRECTORS STOCK OPTION PLAN
                           (Full titles of the Plans)

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

                                 James R. Glynn
               Chief Operating Officer and Chief Financial Officer
                           Matrix Pharmaceutical, Inc.
                      34700 Campus Drive, Fremont, CA 94555
                     (Name and address of agent for service)
                                 (510) 742-9900
          (Telephone number, including area code, of agent for service)

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

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                                   Proposed          Proposed
                                                                    Maximum           Maximum
                                         Amount to be            Offering Price   Aggregate Offering          Amount of
Title of Securities to be Registered     Registered(1)            per Share(2)         Price(2)            Registration Fee
====================================================================================================================================
<S>                                     <C>                         <C>             <C>                     <C>
1988 Restricted Stock Plan
Common Stock, $0.01 par value           2,000,000 shares            $6.28125        $12,562,500.00          $3,806.82

1991 Directors Stock Option Plan
Common Stock, $0.01 par value             250,000 shares            $6.28125        $ 1,570,312.50          $  475.85

====================================================================================================================================
<FN>
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under the 1988  Restricted  Stock Plan
     and/or  the  1991  Directors  Stock  Option  Plan by  reason  of any  stock
     dividend,  stock  split,  recapitalization  or  other  similar  transaction
     effected without the receipt of consideration  which results in an increase
     in the  number of the  outstanding  shares of Matrix  Pharmaceutical,  Inc.
     Common Stock.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933,  as amended,  (the "1933 Act") on the basis of the
     average of the high and low  selling  prices  per share of Common  Stock of
     Matrix  Pharmaceutical,  Inc.  on July 23,  1997 as  reported by the Nasdaq
     National Market.
</FN>
</TABLE>

<PAGE>


                                     PART II

               Information Required in the Registration Statement


Item 3.  Incorporation of Certain Documents by Reference

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

     (a)       The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  December 31, 1996,  filed with the Commission on March 25,
               1997  pursuant to Section 13 of the  Securities  Exchange  Act of
               1934, as amended (the "Exchange Act");

     (b)       The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal
               quarter  ended March 31, 1997,  filed with the  Commission on May
               12, 1997 pursuant to Section 13 of the Exchange Act;

     (c)       The Registrant's  Registration  Statement No. 0-19750 on Form 8-A
               filed  with the  Commission  December  19,  1991,  together  with
               Amendments  No. 1 and No. 2 on Form 8 filed  January 23, 1992 and
               January 27, 1992,  respectively,  in which there is described the
               terms,  rights  and  provisions  applicable  to the  Registrant's
               outstanding Common Stock.

     All reports and definitive  proxy or information  statements filed pursuant
to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which is also deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant to the  Delaware  General  Corporation  Law,  the  Registrant  has
adopted provisions in its Restated  Certificate of Incorporation which eliminate
the personal  liability of its directors and officers to the  Registrant and its
stockholders  for  monetary  damages  for  breach of their  fiduciary  duties in
certain  circumstances  and which  authorize  the  Registrant  to indemnify  its
directors, officers and other agents, by bylaw, agreement or otherwise,


<PAGE>


to the fullest  extent  permitted by law. The  Registrant's  Bylaws  require the
Registrant to indemnify its directors,  officers,  employees and other agents to
the fullest extent permitted by law.

     The Registrant's Restated Certificate of Incorporation and Bylaws expressly
authorize the use of  indemnification  agreements  and, with the approval of its
stockholders,   the  Registrant   has  entered  into  separate   Indemnification
Agreements with its directors and certain of its officers. These Indemnification
Agreements  may  require  the  Registrant,  among  other  things,  to  indemnify
directors and officers  against certain  liabilities that may arise by reason of
their status or service as directors and officers and to advance their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified. The Registrant maintains an insurance policy covering directors and
officers,  under  which the  insurer  has  agreed  to pay,  subject  to  certain
exclusions  (including  certain  violations  of  securities  laws) the amount of
insured claims made against the insured officers and directors of the Registrant
for wrongful  acts that such  officers or directors may otherwise be required to
pay or for which the  Registrant  is required to  indemnify  such  officers  and
directors.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

 Exhibit Number       Exhibit
----------------     ----------
     4.0             Instruments  Defining Rights of Stockholders.  Reference is
                     made to Registrant's  Registration Statement No. 0-19750 on
                     Form 8-A which is incorporated herein by reference pursuant
                     to Item 3(c).
     5.1             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck,  Phleger & Harrison LLP is contained in
                     Exhibit 5.1.
    24               Power of  Attorney.  Reference is made to page II-4 of this
                     Registration Statement.
    99.1             1988  Restricted  Stock Plan (Amended and Restated  through
                     March 19, 1997).
    99.2             Form  Stock  Option   Agreement  with  Notice  of  Grant  -
                     Installment  Option  (incorporated  by reference to Exhibit
                     99.2 of Registration Statement No. 33-79908).
    99.3             Form of  Stock  Option  Agreement  with  Notice  of Grant -
                     Immediately  Exercisable Option  (incorporated by reference
                     to Exhibit 28.2 of Registration Statement No. 33-65542).
    99.4             Form of Stock Purchase Agreement (incorporated by reference
                     to Exhibit 28.3 of Registration Statement No. 33-65542).
    99.5             Form of Restricted Stock Purchase  Agreement  (incorporated
                     by reference to Exhibit 28.4 of Registration  Statement No.
                     33-65542).
    99.6             Form  of  Stock  Issuance  Agreement  -  Shared  Investment
                     Program.
    99.7             1991  Directors  Stock  Option Plan  (Amended  and Restated
                     through March 19, 1997).
    99.8             Form of  Non-Statutory  Stock Option  Agreement  (Automatic
                     Option Grant).
    99.9             Form  of  Special   40,000-share   Automatic  Option  Grant
                     (incorporated  by reference to Exhibit 99.2 of Registration
                     Statement No. 33-93476).


Item 9. Undertakings

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration Statement (i) to include any prospectus

                                      II-2

<PAGE>


required by Section  10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus
any  facts or  events  arising  after the  effective  date of this  Registration
Statement  (or  the  most  recent   post-effective   amendment  thereof)  which,
individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
information set forth in this Registration  Statement,  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this  Registration  Statement;  provided,  however,  that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are  incorporated by reference into this  Registration  Statement;  (2)
that for the purpose of determining  any liability  under the 1933 Act each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
Registrant's 1988 Restricted Stock Plan and/or 1991 Directors Stock Option Plan.

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

     C. Insofar as  indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity  provisions  summarized  in Item 6 or  otherwise,  the
Registrant  has  been  informed  that  in the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-3

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fremont,  State of  California,  on this 25th day of
July, 1997.

                                              MATRIX PHARMACEUTICAL, INC.


                                              By  /s/ JAMES R. GLYNN
                                                --------------------------------
                                                James R. Glynn
                                                Chief Operating Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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

<CAPTION>
Signatures                            Title                                           Date
----------                            -----                                           ----

<S>                                   <C>                                             <C>
 /s/ JAMES R. GLYNN                   Chief Operating Officer, Chief Financial        July 25, 1997
--------------------------------      Officer and Director
James R. Glynn                        (Principal Executive and Financial Officer)


 /s/ EDWARD E. LUCK                   Chairman of the Board                           July 25, 1997
--------------------------------
Edward E. Luck

                                      II-4

<PAGE>


Signatures                            Title                                           Date
----------                            -----                                           ----


 /s/ J. STEPHAN DOLEZALEK             Director                                        July 25, 1997
--------------------------------
J. Stephan Dolezalek


                                      Director                                        July   , 1997
--------------------------------
John E. Lyons


 /s/ JULIUS L. PERICOLA               Director                                        July 25, 1997
--------------------------------
Julius L. Pericola


 /s/ ALAN E. SALZMAN                  Director                                        July 25, 1997
--------------------------------
Alan E. Salzman
</TABLE>

                                      II-5

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                           MATRIX PHARMACEUTICAL, INC.




<PAGE>



                                  EXHIBIT INDEX


Exhibit Number        Exhibit
--------------       ---------
     4.0             Instruments  Defining Rights of Stockholders.  Reference is
                     made to Registrant's  Registration Statement No. 0-19750 on
                     Form 8-A which is incorporated herein by reference pursuant
                     to Item 3(c).
     5.1             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck,  Phleger & Harrison LLP is contained in
                     Exhibit 5.1.
    24               Power of  Attorney.  Reference is made to page II-4 of this
                     Registration Statement.
    99.1             1988  Restricted  Stock Plan (Amended and Restated  through
                     March 19, 1997).
    99.2             Form  Stock  Option   Agreement  with  Notice  of  Grant  -
                     Installment  Option  (incorporated  by reference to Exhibit
                     99.2 of Registration Statement No. 33-79908).
    99.3             Form of  Stock  Option  Agreement  with  Notice  of Grant -
                     Immediately  Exercisable Option  (incorporated by reference
                     to Exhibit 28.2 of Registration Statement No. 33-65542).
    99.4             Form of Stock Purchase Agreement (incorporated by reference
                     to Exhibit 28.3 of Registration Statement No. 33-65542).
    99.5             Form of Restricted Stock Purchase  Agreement  (incorporated
                     by reference to Exhibit 28.4 of Registration  Statement No.
                     33-65542).
    99.6             Form  of  Stock  Issuance  Agreement  -  Shared  Investment
                     Program.
    99.7             1991  Directors  Stock  Option Plan  (Amended  and Restated
                     through March 19, 1997).
    99.8             Form of  Non-Statutory  Stock Option  Agreement  (Automatic
                     Option Grant).
    99.9             Form  of  Special   40,000-share   Automatic  Option  Grant
                     (incorporated  by reference to Exhibit 99.2 of Registration
                     Statement No. 33-93476).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21202}]
{"company-data": {"conformed-name": "MATRIX PHARMACEUTICAL INC/DE", "cik": "0000882194", "assigned-sic": "2834", "irs-number": "942957068", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32213", "film-number": "97646362"}, "business-address": {"street1": "34700 CAMPUS DR", "city": "FREMONT", "state": "CA", "zip": "94555", "phone": "4153266100"}}
As filed with the Securities and Exchange Commission on July 28, 1997
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

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

                           MATRIX PHARMACEUTICAL, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                        94-2957068
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                               34700 Campus Drive
                            Fremont, California 94555
               (Address of principal executive offices) (Zip Code)

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

                           MATRIX PHARMACEUTICAL, INC.
                           1988 RESTRICTED STOCK PLAN
                        1991 DIRECTORS STOCK OPTION PLAN
                           (Full titles of the Plans)

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

                                 James R. Glynn
               Chief Operating Officer and Chief Financial Officer
                           Matrix Pharmaceutical, Inc.
                      34700 Campus Drive, Fremont, CA 94555
                     (Name and address of agent for service)
                                 (510) 742-9900
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                                                    Maximum           Maximum
                                         Amount to be            Offering Price   Aggregate Offering          Amount of
Title of Securities to be Registered     Registered(1)            per Share(2)         Price(2)            Registration Fee
====================================================================================================================================
1988 Restricted Stock Plan
Common Stock, $0.01 par value           2,000,000 shares            $6.28125        $12,562,500.00          $3,806.82

1991 Directors Stock Option Plan
Common Stock, $0.01 par value             250,000 shares            $6.28125        $ 1,570,312.50          $  475.85

====================================================================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable  under the 1988  Restricted  Stock Plan
     and/or  the  1991  Directors  Stock  Option  Plan by  reason  of any  stock
     dividend,  stock  split,  recapitalization  or  other  similar  transaction
     effected without the receipt of consideration  which results in an increase
     in the  number of the  outstanding  shares of Matrix  Pharmaceutical,  Inc.
     Common Stock.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities  Act of 1933,  as amended,  (the "1933 Act") on the basis of the
     average of the high and low  selling  prices  per share of Common  Stock of
     Matrix  Pharmaceutical,  Inc.  on July 23,  1997 as  reported by the Nasdaq
     National Market.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

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

     (a)       The  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended  December 31, 1996,  filed with the Commission on March 25,
               1997  pursuant to Section 13 of the  Securities  Exchange  Act of
               1934, as amended (the "Exchange Act");

     (b)       The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal
               quarter  ended March 31, 1997,  filed with the  Commission on May
               12, 1997 pursuant to Section 13 of the Exchange Act;

     (c)       The Registrant's  Registration  Statement No. 0-19750 on Form 8-A
               filed  with the  Commission  December  19,  1991,  together  with
               Amendments  No. 1 and No. 2 on Form 8 filed  January 23, 1992 and
               January 27, 1992,  respectively,  in which there is described the
               terms,  rights  and  provisions  applicable  to the  Registrant's
               outstanding Common Stock.

     All reports and definitive  proxy or information  statements filed pursuant
to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which is also deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant to the  Delaware  General  Corporation  Law,  the  Registrant  has
adopted provisions in its Restated  Certificate of Incorporation which eliminate
the personal  liability of its directors and officers to the  Registrant and its
stockholders  for  monetary  damages  for  breach of their  fiduciary  duties in
certain  circumstances  and which  authorize  the  Registrant  to indemnify  its
directors, officers and other agents, by bylaw, agreement or otherwise,
to the fullest  extent  permitted by law. The  Registrant's  Bylaws  require the
Registrant to indemnify its directors,  officers,  employees and other agents to
the fullest extent permitted by law.

     The Registrant's Restated Certificate of Incorporation and Bylaws expressly
authorize the use of  indemnification  agreements  and, with the approval of its
stockholders,   the  Registrant   has  entered  into  separate   Indemnification
Agreements with its directors and certain of its officers. These Indemnification
Agreements  may  require  the  Registrant,  among  other  things,  to  indemnify
directors and officers  against certain  liabilities that may arise by reason of
their status or service as directors and officers and to advance their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified. The Registrant maintains an insurance policy covering directors and
officers,  under  which the  insurer  has  agreed  to pay,  subject  to  certain
exclusions  (including  certain  violations  of  securities  laws) the amount of
insured claims made against the insured officers and directors of the Registrant
for wrongful  acts that such  officers or directors may otherwise be required to
pay or for which the  Registrant  is required to  indemnify  such  officers  and
directors.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

 Exhibit Number       Exhibit
----------------     ----------
     4.0             Instruments  Defining Rights of Stockholders.  Reference is
                     made to Registrant's  Registration Statement No. 0-19750 on
                     Form 8-A which is incorporated herein by reference pursuant
                     to Item 3(c).
     5.1             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck,  Phleger & Harrison LLP is contained in
                     Exhibit 5.1.
    24               Power of  Attorney.  Reference is made to page II-4 of this
                     Registration Statement.
    99.1             1988  Restricted  Stock Plan (Amended and Restated  through
                     March 19, 1997).
    99.2             Form  Stock  Option   Agreement  with  Notice  of  Grant  -
                     Installment  Option  (incorporated  by reference to Exhibit
                     99.2 of Registration Statement No. 33-79908).
    99.3             Form of  Stock  Option  Agreement  with  Notice  of Grant -
                     Immediately  Exercisable Option  (incorporated by reference
                     to Exhibit 28.2 of Registration Statement No. 33-65542).
    99.4             Form of Stock Purchase Agreement (incorporated by reference
                     to Exhibit 28.3 of Registration Statement No. 33-65542).
    99.5             Form of Restricted Stock Purchase  Agreement  (incorporated
                     by reference to Exhibit 28.4 of Registration  Statement No.
                     33-65542).
    99.6             Form  of  Stock  Issuance  Agreement  -  Shared  Investment
                     Program.
    99.7             1991  Directors  Stock  Option Plan  (Amended  and Restated
                     through March 19, 1997).
    99.8             Form of  Non-Statutory  Stock Option  Agreement  (Automatic
                     Option Grant).
    99.9             Form  of  Special   40,000-share   Automatic  Option  Grant
                     (incorporated  by reference to Exhibit 99.2 of Registration
                     Statement No. 33-93476).

Item 9. Undertakings

     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this Registration Statement (i) to include any prospectus

                                      II-2
required by Section  10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus
any  facts or  events  arising  after the  effective  date of this  Registration
Statement  (or  the  most  recent   post-effective   amendment  thereof)  which,
individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
information set forth in this Registration  Statement,  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this  Registration  Statement;  provided,  however,  that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are  incorporated by reference into this  Registration  Statement;  (2)
that for the purpose of determining  any liability  under the 1933 Act each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
Registrant's 1988 Restricted Stock Plan and/or 1991 Directors Stock Option Plan.

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

     C. Insofar as  indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity  provisions  summarized  in Item 6 or  otherwise,  the
Registrant  has  been  informed  that  in the  opinion  of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fremont,  State of  California,  on this 25th day of
July, 1997.

                                              MATRIX PHARMACEUTICAL, INC.

                                              By  /s/ JAMES R. GLYNN
                                                --------------------------------
                                                James R. Glynn
                                                Chief Operating Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signatures                            Title                                           Date
----------                            -----                                           ----
/s/ JAMES R. GLYNN                   Chief Operating Officer, Chief Financial        July 25, 1997
--------------------------------      Officer and Director
James R. Glynn                        (Principal Executive and Financial Officer)

 /s/ EDWARD E. LUCK                   Chairman of the Board                           July 25, 1997
--------------------------------
Edward E. Luck

                                      II-4
Signatures                            Title                                           Date
----------                            -----                                           ----

 /s/ J. STEPHAN DOLEZALEK             Director                                        July 25, 1997
--------------------------------
J. Stephan Dolezalek

                                      Director                                        July   , 1997
--------------------------------
John E. Lyons

 /s/ JULIUS L. PERICOLA               Director                                        July 25, 1997
--------------------------------
Julius L. Pericola

 /s/ ALAN E. SALZMAN                  Director                                        July 25, 1997
--------------------------------
Alan E. Salzman
II-5
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                           MATRIX PHARMACEUTICAL, INC.
EXHIBIT INDEX

Exhibit Number        Exhibit
--------------       ---------
     4.0             Instruments  Defining Rights of Stockholders.  Reference is
                     made to Registrant's  Registration Statement No. 0-19750 on
                     Form 8-A which is incorporated herein by reference pursuant
                     to Item 3(c).
     5.1             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck,  Phleger & Harrison LLP is contained in
                     Exhibit 5.1.
    24               Power of  Attorney.  Reference is made to page II-4 of this
                     Registration Statement.
    99.1             1988  Restricted  Stock Plan (Amended and Restated  through
                     March 19, 1997).
    99.2             Form  Stock  Option   Agreement  with  Notice  of  Grant  -
                     Installment  Option  (incorporated  by reference to Exhibit
                     99.2 of Registration Statement No. 33-79908).
    99.3             Form of  Stock  Option  Agreement  with  Notice  of Grant -
                     Immediately  Exercisable Option  (incorporated by reference
                     to Exhibit 28.2 of Registration Statement No. 33-65542).
    99.4             Form of Stock Purchase Agreement (incorporated by reference
                     to Exhibit 28.3 of Registration Statement No. 33-65542).
    99.5             Form of Restricted Stock Purchase  Agreement  (incorporated
                     by reference to Exhibit 28.4 of Registration  Statement No.
                     33-65542).
    99.6             Form  of  Stock  Issuance  Agreement  -  Shared  Investment
                     Program.
    99.7             1991  Directors  Stock  Option Plan  (Amended  and Restated
                     through March 19, 1997).
    99.8             Form of  Non-Statutory  Stock Option  Agreement  (Automatic
                     Option Grant).
    99.9             Form  of  Special   40,000-share   Automatic  Option  Grant
                     (incorporated  by reference to Exhibit 99.2 of Registration
                     Statement No. 33-93476).