As filed with the Securities and Exchange Commission on September 17, 1996
                                                 Registration No. 33-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         SCICLONE PHARMACEUTICALS, INC.
             (Exact name of Registrant as specified in its charter)

                 CALIFORNIA                                 94-3116852
(State or other jurisdiction of incorporation            (I.R.S. employer
              or organization)                          identification no.)

                          901 Mariners Island Boulevard
                               San Mateo, CA 94404
                    (Address of principal executive offices)

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

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                                 Mark A. Culhane
                   Vice President, Finance and Administration
                         SciClone Pharmaceuticals, Inc.
                          901 Mariners Island Boulevard
                               San Mateo, CA 94404
                                 (415) 358-3456
 (Name, address and telephone number, including area code, of agent for service)
 
                             -----------------------

                                    Copy to:

                               Joshua Pickus, Esq.
                                Venture Law Group
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

<TABLE>
========================================================================================================
                         CALCULATION OF REGISTRATION FEE
========================================================================================================
<CAPTION>
                                             Proposed Maximum     Proposed Maximum
 Title of Securities to be   Amount to be   Offering Price Per   Aggregate Offering        Amount of
        Registered            Registered          Share (1)            Price (1)        Registration Fee
- --------------------------------------------------------------------------------------------------------

<S>                            <C>             <C>                   <C>                  <C>
Common Stock, no par value     500,000         $9.9375               $4,968,750           $1,714

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

<FN>
(1)     Estimated  solely for the purpose of calculating the registration fee in
        accordance  with Rules  457(h) and 457(c)  under the  Securities  Act of
        1933,  based  upon the  average of the high and low prices of the Common
        Stock as reported on The Nasdaq National Market on September 13, 1996.
</FN>
</TABLE>


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a)      The  Registrant's  latest  annual  report  filed  pursuant  to
Section  13(a)  or  15(d)  of the Securities Exchange  Act  of  1934, as amended
(the "Exchange Act");

         (b)      All  other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year covered by the annual  report
referred to in (a) above; and

         (c)      The  description of the Registrant's Common Stock contained in
the  Registrant's  Registration  Statement on Form 8-A filed with the Commission
under  Section  12 of the  Exchange  Act on  January  31,  1992,  including  any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant 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 hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.           Description of Securities.  Not applicable.

Item 5.           Interests of Named Experts and Counsel.  Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The  Company's  Restated  Articles of  Incorporation  provide  that the
liability of the  directors  for monetary  damages  shall be  eliminated  to the
fullest extent permissible under California law. Pursuant to California law, the
Company's  directors shall not be liable for monetary  damages for breach of the
directors' fiduciary duty of care to the Company and its shareholders.  However,
this provision in the Restated Articles of Incorporation  does not eliminate the
duty of  care,  and in  appropriate  circumstances  equitable  remedies  such as
injunctive  or other forms of  nonmonetary  relief will remain  available  under
California  law.  In  addition,  each  director  will  continue to be subject to
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary  to the best  interests  of the Company or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Company or its shareholders in circumstances in which
the director  was aware,  or should have been aware,  in the ordinary  course of
performing a director's duties, of a risk of serious injury to

                                      II-1

<PAGE>


the Company or its  shareholders,  (v) for acts or omissions  that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty  to  the  Company  or its  shareholders,  (vi)  for  any  transaction  that
constitutes an illegal  distribution or dividend under California law, and (vii)
for any  transaction  involving  an unlawful  conflict  of interest  between the
director  and the Company  under  California  law. The  provision  also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

         In addition,  the Company's Restated Articles of Incorporation  provide
that the Company is authorized to provide  indemnification of agents (as defined
under  California  law) for breach of duty to the Company  and its  shareholders
through bylaw  provisions,  agreements with the agents,  vote of shareholders or
disinterested directors or otherwise, in excess of the indemnification otherwise
permitted   by   California   law,   subject  to  the  limits  on  such   excess
indemnification set forth in California law.

         The  Company's  Bylaws  provide  that the Company  will  indemnify  its
directors  and  officers to the maximum  extent and in the manner  permitted  by
California  law and may  indemnify its employees and other agents to the maximum
extent and in the manner  permitted by California law. Such  indemnification  is
intended to provide the full flexibility available under California law and may,
under certain  circumstances,  include  indemnification  for  negligence,  gross
negligence  and certain  types of  recklessness.  Under  California  law and the
Company's  Bylaws,  the Company will be permitted  to indemnify  its  directors,
officers,  employees and other agents,  within the limits established by law and
public policy,  pursuant to an express  contract,  bylaw provision,  shareholder
vote or  otherwise,  any or all of which could  provide  indemnification  rights
broader than those  expressly  available  under  California law. The Company has
entered  into  agreements  with  its  directors  and  certain  of its  officers,
including all of its executive  officers,  that require the Company to indemnify
such persons against expenses,  judgments,  fines, settlements and other amounts
actually and reasonably  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 officer of the  Company  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 Company and, with
respect to any criminal  proceeding,  had no reasonable  cause to believe his or
her conduct was unlawful. The indemnification  agreements also set forth certain
procedures  that  will  apply  in  the  event  of a  claim  for  indemnification
thereunder.

Item 7.           Exemption from Registration Claimed.  Not applicable.

                                      II-2


<PAGE>


Item 8.     Exhibits.

               Exhibit
               Number
               ------

                 4.1    1996 Employee Stock  Purchase  Plan and related forms of
                        Agreement
                 5.1    Opinion of Venture Law Group.
                24.1    Consent of Venture Law Group (included in Exhibit 5.1).
                24.2    Consent of Ernst & Young LLP, Independent  Auditors (see
                        p. II-7).
                25.1    Power of Attorney (see p. II-6).

Item 9.     Undertakings.

         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 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.

                          (2) that,  for purposes of  determining  any liability
         under the Securities Act of 1933,  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.

                          (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 offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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.

         Insofar  as the  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant pursuant to the foregoing  provisions,  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
of

                                      II-3

<PAGE>


1933  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 a  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered hereunder,  the Registrant will,
unless in the opinion of its counsel the  question  has already  been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.


                                      II-4

<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Mateo, State of California,  on this 17th day of
September, 1996.

                                       SCICLONE PHARMACEUTICALS, INC.

                                       By: DONALD R. SELLERS
                                           ---------------------------------
                                           Donald R. Sellers
                                           President and Chief Executive Officer


                                      II-5

<PAGE>


                                POWER OF ATTORNEY


         Each person whose  signature  appears  below  constitutes  and appoints
Donald R. Sellers and Mark A. Culhane,  and each of them, as  attorneys-in-fact,
each with the power of substitution,  for him in any and all capacities, to sign
any amendment to this registration statement and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, granting to said attorneys-in-fact,  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  or any of them,  or their  or his  substitute  or
substitutes, 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>
DONALD R. SELLERS                        Chief Executive Officer and Director                  September 17, 1996
- ------------------------------------      (Principal Executive Officer)
(Donald R. Sellers)                       

MARK A. CULHANE                          Vice President, Finance and                           September 17, 1996
- ------------------------------------      Administration, Chief Financial
(Mark A. Culhane)                         Officer and Secretary (Principal 
                                          Financial and Accounting Officer)

THOMAS E. MOORE                          Chairman of the Board of Directors                    September 17, 1996
- ------------------------------------
(Thomas E. Moore)


JOHN D. BAXTER, M.D.                     Director                                              September 17, 1996
- ------------------------------------
(John D. Baxter, M.D.)


EDWIN C. CADMAN, M.D.                    Director                                              September 17, 1996
- ------------------------------------
(Edwin C. Cadman, M.D.)


JERE E. GOYAN, PH.D.                     Director                                              September 17, 1996
- ------------------------------------
(Jere E. Goyan, Ph.D.)
</TABLE>


                                      II-6


<PAGE>


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8)   pertaining  to  the  1996  Employee   Stock  Purchase  Plan  of  SciClone
Pharmaceuticals,  Inc. of our report dated January 18, 1996, with respect to the
consolidated financial statements of SciClone Pharmaceuticals, Inc., included in
its Annual  Report  (Form 10-K) for the year ended  December 31, 1995 filed with
the Securities and Exchange Commission.



Palo Alto, California
September 16, 1996

                                      II-7


<PAGE>


<TABLE>
                                INDEX TO EXHIBITS


<CAPTION>
  Exhibit                                                                   Sequential Page
  Number   Description                                                      No.
  ------   -----------                                                      ---

   <S>     <C>
    4.1    1996 Employee Stock Purchase Plan and related forms of
           Agreement
    5.1    Opinion of Venture Law Group.
   24.1    Consent of Venture Law Group (included in Exhibit 5.1).
   24.2    Consent of Ernst & Young LLP, Independent Auditors (see p.
           II-7).
   25.1    Power of Attorney (see p. II-6).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18382}]
{"company-data": {"conformed-name": "SCICLONE PHARMACEUTICALS INC", "cik": "0000880771", "assigned-sic": "2834", "irs-number": "943116852", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12169", "film-number": "96631282"}, "business-address": {"street1": "901 MARINERS ISLAND BLVD", "street2": "SUITE 315", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "4153583456"}}
As filed with the Securities and Exchange Commission on September 17, 1996
                                                 Registration No. 33-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         SCICLONE PHARMACEUTICALS, INC.
             (Exact name of Registrant as specified in its charter)

                 CALIFORNIA                                 94-3116852
(State or other jurisdiction of incorporation            (I.R.S. employer
              or organization)                          identification no.)

                          901 Mariners Island Boulevard
                               San Mateo, CA 94404
                    (Address of principal executive offices)

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

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                                 Mark A. Culhane
                   Vice President, Finance and Administration
                         SciClone Pharmaceuticals, Inc.
                          901 Mariners Island Boulevard
                               San Mateo, CA 94404
                                 (415) 358-3456
 (Name, address and telephone number, including area code, of agent for service)
 
                             -----------------------

                                    Copy to:

                               Joshua Pickus, Esq.
                                Venture Law Group
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

========================================================================================================
                         CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Maximum     Proposed Maximum
 Title of Securities to be   Amount to be   Offering Price Per   Aggregate Offering        Amount of
        Registered            Registered          Share (1)            Price (1)        Registration Fee
- --------------------------------------------------------------------------------------------------------
Common Stock, no par value     500,000         $9.9375               $4,968,750           $1,714

- --------------------------------------------------------------------------------------------------------
(1)     Estimated  solely for the purpose of calculating the registration fee in
        accordance  with Rules  457(h) and 457(c)  under the  Securities  Act of
        1933,  based  upon the  average of the high and low prices of the Common
        Stock as reported on The Nasdaq National Market on September 13, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a)      The  Registrant's  latest  annual  report  filed  pursuant  to
Section  13(a)  or  15(d)  of the Securities Exchange  Act  of  1934, as amended
(the "Exchange Act");

         (b)      All  other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year covered by the annual  report
referred to in (a) above; and

         (c)      The  description of the Registrant's Common Stock contained in
the  Registrant's  Registration  Statement on Form 8-A filed with the Commission
under  Section  12 of the  Exchange  Act on  January  31,  1992,  including  any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant 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 hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.           Description of Securities.  Not applicable.

Item 5.           Interests of Named Experts and Counsel.  Not applicable.

Item 6.           Indemnification of Directors and Officers.

         The  Company's  Restated  Articles of  Incorporation  provide  that the
liability of the  directors  for monetary  damages  shall be  eliminated  to the
fullest extent permissible under California law. Pursuant to California law, the
Company's  directors shall not be liable for monetary  damages for breach of the
directors' fiduciary duty of care to the Company and its shareholders.  However,
this provision in the Restated Articles of Incorporation  does not eliminate the
duty of  care,  and in  appropriate  circumstances  equitable  remedies  such as
injunctive  or other forms of  nonmonetary  relief will remain  available  under
California  law.  In  addition,  each  director  will  continue to be subject to
liability  (i) for acts or omissions  that involve  intentional  misconduct or a
knowing  and  culpable  violation  of law,  (ii)  for acts or  omissions  that a
director  believes to be contrary  to the best  interests  of the Company or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director,  (iii) for any transaction  from which a director  derived an improper
personal benefit,  (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Company or its shareholders in circumstances in which
the director  was aware,  or should have been aware,  in the ordinary  course of
performing a director's duties, of a risk of serious injury to

                                      II-1
the Company or its  shareholders,  (v) for acts or omissions  that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty  to  the  Company  or its  shareholders,  (vi)  for  any  transaction  that
constitutes an illegal  distribution or dividend under California law, and (vii)
for any  transaction  involving  an unlawful  conflict  of interest  between the
director  and the Company  under  California  law. The  provision  also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

         In addition,  the Company's Restated Articles of Incorporation  provide
that the Company is authorized to provide  indemnification of agents (as defined
under  California  law) for breach of duty to the Company  and its  shareholders
through bylaw  provisions,  agreements with the agents,  vote of shareholders or
disinterested directors or otherwise, in excess of the indemnification otherwise
permitted   by   California   law,   subject  to  the  limits  on  such   excess
indemnification set forth in California law.

         The  Company's  Bylaws  provide  that the Company  will  indemnify  its
directors  and  officers to the maximum  extent and in the manner  permitted  by
California  law and may  indemnify its employees and other agents to the maximum
extent and in the manner  permitted by California law. Such  indemnification  is
intended to provide the full flexibility available under California law and may,
under certain  circumstances,  include  indemnification  for  negligence,  gross
negligence  and certain  types of  recklessness.  Under  California  law and the
Company's  Bylaws,  the Company will be permitted  to indemnify  its  directors,
officers,  employees and other agents,  within the limits established by law and
public policy,  pursuant to an express  contract,  bylaw provision,  shareholder
vote or  otherwise,  any or all of which could  provide  indemnification  rights
broader than those  expressly  available  under  California law. The Company has
entered  into  agreements  with  its  directors  and  certain  of its  officers,
including all of its executive  officers,  that require the Company to indemnify
such persons against expenses,  judgments,  fines, settlements and other amounts
actually and reasonably  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 officer of the  Company  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 Company and, with
respect to any criminal  proceeding,  had no reasonable  cause to believe his or
her conduct was unlawful. The indemnification  agreements also set forth certain
procedures  that  will  apply  in  the  event  of a  claim  for  indemnification
thereunder.

Item 7.           Exemption from Registration Claimed.  Not applicable.

                                      II-2
Item 8.     Exhibits.

               Exhibit
               Number
               ------

                 4.1    1996 Employee Stock  Purchase  Plan and related forms of
                        Agreement
                 5.1    Opinion of Venture Law Group.
                24.1    Consent of Venture Law Group (included in Exhibit 5.1).
                24.2    Consent of Ernst & Young LLP, Independent  Auditors (see
                        p. II-7).
                25.1    Power of Attorney (see p. II-6).

Item 9.     Undertakings.

         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 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.

                          (2) that,  for purposes of  determining  any liability
         under the Securities Act of 1933,  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.

                          (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 offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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.

         Insofar  as the  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant pursuant to the foregoing  provisions,  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
of

                                      II-3
1933  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 a  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered hereunder,  the Registrant will,
unless in the opinion of its counsel the  question  has already  been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Mateo, State of California,  on this 17th day of
September, 1996.

                                       SCICLONE PHARMACEUTICALS, INC.

                                       By: DONALD R. SELLERS
                                           ---------------------------------
                                           Donald R. Sellers
                                           President and Chief Executive Officer

                                      II-5
POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Donald R. Sellers and Mark A. Culhane,  and each of them, as  attorneys-in-fact,
each with the power of substitution,  for him in any and all capacities, to sign
any amendment to this registration statement and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, granting to said attorneys-in-fact,  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  or any of them,  or their  or his  substitute  or
substitutes, 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
- ------------------------------------    ------------------------------------------             ------------------
DONALD R. SELLERS                        Chief Executive Officer and Director                  September 17, 1996
- ------------------------------------      (Principal Executive Officer)
(Donald R. Sellers)                       

MARK A. CULHANE                          Vice President, Finance and                           September 17, 1996
- ------------------------------------      Administration, Chief Financial
(Mark A. Culhane)                         Officer and Secretary (Principal 
                                          Financial and Accounting Officer)

THOMAS E. MOORE                          Chairman of the Board of Directors                    September 17, 1996
- ------------------------------------
(Thomas E. Moore)

JOHN D. BAXTER, M.D.                     Director                                              September 17, 1996
- ------------------------------------
(John D. Baxter, M.D.)

EDWIN C. CADMAN, M.D.                    Director                                              September 17, 1996
- ------------------------------------
(Edwin C. Cadman, M.D.)

JERE E. GOYAN, PH.D.                     Director                                              September 17, 1996
- ------------------------------------
(Jere E. Goyan, Ph.D.)
II-6
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8)   pertaining  to  the  1996  Employee   Stock  Purchase  Plan  of  SciClone
Pharmaceuticals,  Inc. of our report dated January 18, 1996, with respect to the
consolidated financial statements of SciClone Pharmaceuticals, Inc., included in
its Annual  Report  (Form 10-K) for the year ended  December 31, 1995 filed with
the Securities and Exchange Commission.

Palo Alto, California
September 16, 1996

                                      II-7
INDEX TO EXHIBITS
Exhibit                                                                   Sequential Page
  Number   Description                                                      No.
  ------   -----------                                                      ---
4.1    1996 Employee Stock Purchase Plan and related forms of
           Agreement
    5.1    Opinion of Venture Law Group.
   24.1    Consent of Venture Law Group (included in Exhibit 5.1).
   24.2    Consent of Ernst & Young LLP, Independent Auditors (see p.
           II-7).
   25.1    Power of Attorney (see p. II-6).