As filed with the Securities and Exchange Commission on August 1, 1996

================================================================================

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

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

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

          LONG-TERM OBJECTIVES STOCK OPTION PLAN FOR SENIOR MANAGEMENT
          ------------------------------------------------------------
                            (Full title of the plans)

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

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

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

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

                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
=========================================================================================================================
     Title of                                  Proposed Maximum          Proposed Maximum  
  Securities to         Amount to be          Offering Price Per        Aggregate Offering             Amount of
  be Registered          Registered                 Share                    Price (1)              Registration Fee
=========================================================================================================================
<S>                    <C>                        <C>                     <C>                            <C>    
 Common Stock          45,000 shares              $9.67 (1)               $435,150 (1)                   $150.05
 issuable upon
 exercise of
 stock options
 issued pursuant
 to the terms of
 the Long-Term
 Objectives
 Stock Option
 Plan for Senior
 Management

=========================================================================================================================
<FN>
- --------------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee  pursuant to Rule 457(c) and (h).  The price per share is
     based upon the exercise price of the stock option grants.
</FN>
</TABLE>

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


                                        2


<PAGE>




             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
                       STATEMENT ON FORM S-8 NO. 33-99152

     The contents of Registration  Statement on Form S-8 No. 33-99152 filed with
the Securities and Exchange  Commission on November 9, 1995 are  incorporated by
reference herein.



                                    EXHIBITS

Exhibit
Number

5.1   Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1  Consent of Ernst & Young LLP, independent auditors

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

24    Power of Attorney is contained on the signature pages.

99.1  Long-Term  Objectives Stock Option Plan for Senior Management,  as amended
      as of May 23, 1996.


                                        3


<PAGE>


                                   SIGNATURES

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


                                   SUGEN, Inc.



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



                                POWER OF ATTORNEY


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

<TABLE>

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

<CAPTION>

Signature                             Title                                       Date

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


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


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


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


                                        4

<PAGE>

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


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


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


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


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


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


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


</TABLE>

                                        5


<PAGE>

<TABLE>

                                  EXHIBIT INDEX
<CAPTION>

Exhibit                                                                                          Sequential
Number                     Description                                                           Page Number

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

23.1              Consent of Ernst & Young LLP, independent auditors                                  8

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

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

99.1              Long-Term Objectives Stock Option Plan for Senior Management, as amended            9
                  as of May 23, 1996.

</TABLE>


                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10754}]
{"company-data": {"conformed-name": "SUGEN INC", "cik": "0000908121", "assigned-sic": "2836", "irs-number": "133629196", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09321", "film-number": "96602095"}, "business-address": {"street1": "515 GALVESTON DR", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-4720", "phone": "4153067700"}, "mail-address": {"street1": "515 GALVESTON DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-4720"}}
As filed with the Securities and Exchange Commission on August 1, 1996

================================================================================

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

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

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

          LONG-TERM OBJECTIVES STOCK OPTION PLAN FOR SENIOR MANAGEMENT
          ------------------------------------------------------------
                            (Full title of the plans)

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

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

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

                            ------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
     Title of                                  Proposed Maximum          Proposed Maximum  
  Securities to         Amount to be          Offering Price Per        Aggregate Offering             Amount of
  be Registered          Registered                 Share                    Price (1)              Registration Fee
=========================================================================================================================
Common Stock          45,000 shares              $9.67 (1)               $435,150 (1)                   $150.05
 issuable upon
 exercise of
 stock options
 issued pursuant
 to the terms of
 the Long-Term
 Objectives
 Stock Option
 Plan for Senior
 Management

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

                                        2
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
                       STATEMENT ON FORM S-8 NO. 33-99152

     The contents of Registration  Statement on Form S-8 No. 33-99152 filed with
the Securities and Exchange  Commission on November 9, 1995 are  incorporated by
reference herein.

                                    EXHIBITS

Exhibit
Number

5.1   Opinion of Cooley Godward Castro Huddleson & Tatum.

23.1  Consent of Ernst & Young LLP, independent auditors

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

24    Power of Attorney is contained on the signature pages.

99.1  Long-Term  Objectives Stock Option Plan for Senior Management,  as amended
      as of May 23, 1996.

                                        3
SIGNATURES

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

                                   SUGEN, Inc.

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

                                POWER OF ATTORNEY

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

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

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

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

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

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

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

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

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

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

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

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

23.1              Consent of Ernst & Young LLP, independent auditors                                  8

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

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

99.1              Long-Term Objectives Stock Option Plan for Senior Management, as amended            9
                  as of May 23, 1996.
6