Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                       AMERICAN BIOGENETIC SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                               11-2655906
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

1375 Akron Street, Copiague, New York                               11726
(Address of Principal Executive Offices)                          (Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                          Timothy J. Roach, Treasurer
                       American Biogenetic Sciences, Inc.
                               1375 Akron Street
                            Copiague, New York 11726
                    (Name and address of agent for service)

                                 (516) 789-2600
         (Telephone number, including area code, of agent for service)

                                with a copy to:

                            Leonard W. Suroff, Esq.
                               1375 Akron Street
                            Copiague, New York 11726

Approximate  date of commencement of proposed sale to public:  From time to time
after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE


                                       Proposed    Proposed
Title of                               maximum     maximum          Amount
each class          Amount             offering    aggregate        of
of securities       to be              price per   offering         registration
to be registered    registered(1)      share       price            fee
- --------------------------------------------------------------------------------
Class A Common
Stock, par value     100,000 shares      $4.78     $   478,000    $  164.83
$.001 per share      900,000 shares      $4.78       4,302,000     1,483.45
- --------------------------------------------------------------------------------
     Total         1,000,000 shares                $ 4,780,000    $1,648.28
- --------------------------------------------------------------------------------

(a)        Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby
           all additional  securities  resulting from anti-dilution  adjustments
           under the 1996 Stock Option Plan.

(b)        Estimated  solely for the purpose of calculating the registration fee
           on the basis of, pursuant to Rule 457(h): (i) with respect to options
           heretofore  granted to purchase  100,000  shares,  the exercise price
           thereof  of $4.78 per share and (ii) with  respect  to the  remaining
           900,000  shares,  the  average  of the high and low sales  prices per
           share of the registrant's  Common Stock on the NASDAQ National Market
           System on July 30, 1996.

<PAGE>


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The  Company's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1995 and the  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 1996  heretofore  filed by the Company with the  Commission  (File No.
0-19041)  pursuant to Section 13(a) of the Securities  Exchange Act of 1934 (the
"1934 Act"),  and the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on Form 8-A filed on February 25, 1991 under
the 1934 Act,  including  any  amendment  or report  filed  for the  purpose  of
updating such description, are incorporated herein by reference.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference 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  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such 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.

           Section 145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action,  suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if 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  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably

                                      II-1

<PAGE>


believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the extent that the court determines such person
is fairly and reasonably  entitled to indemnity for such expenses.  Section 7 of
Article  VII  of  the  registrant's  By-laws  provides  for  indemnification  of
directors, officers, employees and agents of the Company to the extent permitted
by the DGCL. In addition,  Article 9 of the registrant's Restated Certificate of
Incorporation  provides, in general, that no director of the registrant shall be
liable to the  registrant or any of its  stockholders  for monetary  damages for
breach of fiduciary duty as a director,  except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its  stockholders,  (ii)
for acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation  of law,  (iii)  under  Section  174 of the DGCL  (which
provides  that  under  certain  circumstances,  directors  may  be  jointly  and
severally  liable for willful or  negligent  violations  of the DGCL  provisions
regarding the payment of dividends or stock repurchases or redemptions), or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

Item 7.    Exemption from Registration Claimed.

           Not Applicable.

Item 8.    Exhibits.

Exhibit
Number
- ------

4.01       Restated  Certificate of Incorporation of the Company,  as filed with
           the Secretary of State of Delaware on July 30, 1996.

4.02       By-Laws of the Company, as amended.

5.01       Opinion and consent of Leonard W. Suroff,  Esq. as to the legality of
           the Class A Common Stock being offered.

23.01      Consent of Arthur Andersen LLP

23.02      Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.01).

*99.01     American   Biogenetic   Sciences,   Inc.   1996  Stock  Option  Plan.
           Incorporated  by  reference  to  Exhibit  A to  the  Company's  Proxy
           Statement  dated April 29, 1996 used in connection with the Company's
           1996 Annual Meeting of Stockholders (File No. 0-19041).

- -----------
*  Filed herewith.

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:

                                      II-2

<PAGE>


               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and 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 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

           (2) That,  for the purpose 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 this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar  as  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  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 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 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,  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 Town of Copiague, State of New York, on the 31st day of July,
1996.


                                      AMERICAN BIOGENETIC SCIENCES, INC.
                                      
                                      
                                      By: /s/ Alfred J. Roach
                                          --------------------------
                                          Alfred J. Roach, Chairman of the Board
                                  
           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 31st day of July, 1996.

           Signature                        Title
           ---------                        -----

   /s/Alfred J. Roach         Chairman of the Board (Chief Executive Officer)
- -------------------------
     Alfred J. Roach


   /s/ Josef C. Schoell       Vice President, Finance (Principal Financial and
- -------------------------     Accounting Officer)
     Josef C. Schoell


  /s/ Paul E. Gargan          Director
- -------------------------
     Paul E. Gargan


   /s/ Ellena M. Byrne        Director
- -------------------------
     Ellena M. Byrne


  /s/ Joseph C. Hogan         Director
- -------------------------
     Joseph C. Hogan


  /s/ Timothy J. Roach        Director
- -------------------------
     Timothy J. Roach


  /s/ William G. Sharwell     Director
- -------------------------
     William G. Sharwell

                                      II-4

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number
- ------

4.01       Restated  Certificate of Incorporation of the Company,  as filed with
           the Secretary of State of Delaware on July 30, 1996.

4.02       By-Laws of the Company, as amended.

5.01       Opinion and consent of Leonard W. Suroff,  Esq. as to the legality of
           the Class A Common Stock being offered.

23.01      Consent of Arthur Andersen LLP

23.02      Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.01).

*99.01     American   Biogenetic   Sciences,   Inc.   1996  Stock  Option  Plan.
           Incorporated  by  reference  to  Exhibit  A to  the  Company's  Proxy
           Statement  dated April 29, 1996 used in connection with the Company's
           1996 Annual Meeting of Stockholders (File No. 0-19041).

- -----------
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "AMER. BIOGENETIC SCIENCES FORM S-8", "secsgml_size_bytes": 15849}]
{"company-data": {"conformed-name": "AMERICAN BIOGENETIC SCIENCES INC", "cik": "0000856984", "assigned-sic": "2836", "irs-number": "112655906", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09473", "film-number": "96603164"}, "business-address": {"street1": "1539 N IRONWOOD DR", "street2": "P O BOX 1001", "city": "SOUTH BEND", "state": "IN", "zip": "46635", "phone": "2192713415"}}
Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                       AMERICAN BIOGENETIC SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                               11-2655906
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

1375 Akron Street, Copiague, New York                               11726
(Address of Principal Executive Offices)                          (Zip Code)

                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                          Timothy J. Roach, Treasurer
                       American Biogenetic Sciences, Inc.
                               1375 Akron Street
                            Copiague, New York 11726
                    (Name and address of agent for service)

                                 (516) 789-2600
         (Telephone number, including area code, of agent for service)

                                with a copy to:

                            Leonard W. Suroff, Esq.
                               1375 Akron Street
                            Copiague, New York 11726

Approximate  date of commencement of proposed sale to public:  From time to time
after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

                                       Proposed    Proposed
Title of                               maximum     maximum          Amount
each class          Amount             offering    aggregate        of
of securities       to be              price per   offering         registration
to be registered    registered(1)      share       price            fee
- --------------------------------------------------------------------------------
Class A Common
Stock, par value     100,000 shares      $4.78     $   478,000    $  164.83
$.001 per share      900,000 shares      $4.78       4,302,000     1,483.45
- --------------------------------------------------------------------------------
     Total         1,000,000 shares                $ 4,780,000    $1,648.28
- --------------------------------------------------------------------------------

(a)        Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby
           all additional  securities  resulting from anti-dilution  adjustments
           under the 1996 Stock Option Plan.

(b)        Estimated  solely for the purpose of calculating the registration fee
           on the basis of, pursuant to Rule 457(h): (i) with respect to options
           heretofore  granted to purchase  100,000  shares,  the exercise price
           thereof  of $4.78 per share and (ii) with  respect  to the  remaining
           900,000  shares,  the  average  of the high and low sales  prices per
           share of the registrant's  Common Stock on the NASDAQ National Market
           System on July 30, 1996.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The  Company's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1995 and the  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 1996  heretofore  filed by the Company with the  Commission  (File No.
0-19041)  pursuant to Section 13(a) of the Securities  Exchange Act of 1934 (the
"1934 Act"),  and the description of the Company's Common Stock contained in the
Company's  Registration  Statement  on Form 8-A filed on February 25, 1991 under
the 1934 Act,  including  any  amendment  or report  filed  for the  purpose  of
updating such description, are incorporated herein by reference.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference 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  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such 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.

           Section 145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action,  suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if 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  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably

                                      II-1
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the extent that the court determines such person
is fairly and reasonably  entitled to indemnity for such expenses.  Section 7 of
Article  VII  of  the  registrant's  By-laws  provides  for  indemnification  of
directors, officers, employees and agents of the Company to the extent permitted
by the DGCL. In addition,  Article 9 of the registrant's Restated Certificate of
Incorporation  provides, in general, that no director of the registrant shall be
liable to the  registrant or any of its  stockholders  for monetary  damages for
breach of fiduciary duty as a director,  except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its  stockholders,  (ii)
for acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation  of law,  (iii)  under  Section  174 of the DGCL  (which
provides  that  under  certain  circumstances,  directors  may  be  jointly  and
severally  liable for willful or  negligent  violations  of the DGCL  provisions
regarding the payment of dividends or stock repurchases or redemptions), or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

Item 7.    Exemption from Registration Claimed.

           Not Applicable.

Item 8.    Exhibits.

Exhibit
Number
- ------

4.01       Restated  Certificate of Incorporation of the Company,  as filed with
           the Secretary of State of Delaware on July 30, 1996.

4.02       By-Laws of the Company, as amended.

5.01       Opinion and consent of Leonard W. Suroff,  Esq. as to the legality of
           the Class A Common Stock being offered.

23.01      Consent of Arthur Andersen LLP

23.02      Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.01).

*99.01     American   Biogenetic   Sciences,   Inc.   1996  Stock  Option  Plan.
           Incorporated  by  reference  to  Exhibit  A to  the  Company's  Proxy
           Statement  dated April 29, 1996 used in connection with the Company's
           1996 Annual Meeting of Stockholders (File No. 0-19041).

- -----------
*  Filed herewith.

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:

                                      II-2
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and 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 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

           (2) That,  for the purpose 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 this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar  as  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  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 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 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,  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 Town of Copiague, State of New York, on the 31st day of July,
1996.

                                      AMERICAN BIOGENETIC SCIENCES, INC.
                                      
                                      
                                      By: /s/ Alfred J. Roach
                                          --------------------------
                                          Alfred J. Roach, Chairman of the Board
                                  
           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 31st day of July, 1996.

           Signature                        Title
           ---------                        -----

   /s/Alfred J. Roach         Chairman of the Board (Chief Executive Officer)
- -------------------------
     Alfred J. Roach

   /s/ Josef C. Schoell       Vice President, Finance (Principal Financial and
- -------------------------     Accounting Officer)
     Josef C. Schoell

  /s/ Paul E. Gargan          Director
- -------------------------
     Paul E. Gargan

   /s/ Ellena M. Byrne        Director
- -------------------------
     Ellena M. Byrne

  /s/ Joseph C. Hogan         Director
- -------------------------
     Joseph C. Hogan

  /s/ Timothy J. Roach        Director
- -------------------------
     Timothy J. Roach

  /s/ William G. Sharwell     Director
- -------------------------
     William G. Sharwell

                                      II-4
EXHIBIT INDEX

Exhibit
Number
- ------

4.01       Restated  Certificate of Incorporation of the Company,  as filed with
           the Secretary of State of Delaware on July 30, 1996.

4.02       By-Laws of the Company, as amended.

5.01       Opinion and consent of Leonard W. Suroff,  Esq. as to the legality of
           the Class A Common Stock being offered.

23.01      Consent of Arthur Andersen LLP

23.02      Consent of Leonard W. Suroff, Esq. (contained in Exhibit 5.01).

*99.01     American   Biogenetic   Sciences,   Inc.   1996  Stock  Option  Plan.
           Incorporated  by  reference  to  Exhibit  A to  the  Company's  Proxy
           Statement  dated April 29, 1996 used in connection with the Company's
           1996 Annual Meeting of Stockholders (File No. 0-19041).

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*  Filed herewith.