<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1998
                                                     Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   AMGEN INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             95-3540776
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)
 
       ONE AMGEN CENTER DRIVE                                            
      THOUSAND OAKS, CALIFORNIA                                   91320-1789
(Address of Principal Executive Offices)                          (Zip Code)

                             ----------------------
      AMENDED AND RESTATED 1997 SPECIAL NON-OFFICER EQUITY INCENTIVE PLAN

                            (Full title of the plan)
                           --------------------------

                            GEORGE A. VANDEMAN, ESQ.
  SENIOR VICE PRESIDENT, CORPORATE DEVELOPMENT, GENERAL COUNSEL AND SECRETARY
                                   AMGEN INC.
                             ONE AMGEN CENTER DRIVE
                      THOUSAND OAKS, CALIFORNIA 91320-1789
                    (Name and address of agent for service)
                                 (805) 447-1000
         (Telephone Number, Including Area Code, of Agent For Service)
                             ----------------------
                                   Copies to:
                                GARY OLSON, ESQ.
                                LATHAM & WATKINS
                       633 WEST FIFTH STREET, SUITE 4000
                       LOS ANGELES, CALIFORNIA 90071-2007
                                 (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------- 
                                                       Proposed                 Proposed
     Title of                  Amount                  Maximum              Maximum Aggregate
 Securities to be              to be              Offering Price Per       Offering Price (1)            Amount of
   Registered                Registered               Share (1)                                       Registration Fee
------------------------------------------------------------------------------------------------------------------------------- 
<S>                      <C>                      <C>                      <C>                       <C>
Common Stock                9,000,000                  $60.22              $541,980,000                  $159,885
$.0001 par value
===============================================================================================================================
</TABLE>
_________________________

(1)  For purposes of computing the registration fee only.  Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based upon the
     average of the high and low prices for the Registrant's Common Stock on the
     Nasdaq National Market on September 1, 1998 ($60.22).

                              Page 1 of 20 pages
                        Exhibit Index appears on Page 7
<PAGE>
 
                                     PART I

ITEM 1.  PLAN INFORMATION

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required to be filed with this Registration Statement.

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The registrant, Amgen Inc., a Delaware corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:

         A.   The Company's Annual Reports on Form 10-K and Form 10-K/A for the
              year ended December 31, 1997;

         B.   The Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1998; 

         C.   The Company's Quarterly Report on Form 10-Q and Form 10-Q/A for 
              the quarter ended June 30, 1998; and

         D.   Description of the Company's Common Stock, Contractual contingent
              payment rights and preferred share rights plan contained in the
              Registration Statements on Form 8-A filed with the SEC on
              September 7, 1983 and April 1, 1993, and the Form 8-K filed with
              the SEC on February 28, 1997, respectively.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing 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
other subsequently filed document which also is or is 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

         Section 145 of the Delaware General Corporation Law, the Restated
Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of
the Company contain provisions covering indemnification of corporate directors
and officers against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as directors and
officers, including proceedings under the Securities Act of 1933, as amended
(the "Securities Act") and the Exchange Act.

         The Company has authorized the entering into of indemnity contracts and
provides indemnity insurance pursuant to which officers and directors are
indemnified or insured against liability or loss under certain circumstances
which may include liability or related loss under the Securities Act and the
Exchange Act.

                              Page 2 of 20 pages
<PAGE>
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

 4.1        Amended and Restated 1997 Special Non-Officer Equity Incentive Plan

 5.1        Opinion of Latham & Watkins as to the legality of the shares being
            registered.

 23.2       Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

 24.1       Powers of Attorney (included on page 5).

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:

             (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

             (b) 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 the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement;

             (c) 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)(a) and (1)(b) shall not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.

                              Page 3 of 20 pages
<PAGE>
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                              Page 4 of 20 pages
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Thousand Oaks, State of California, on this 2nd day
of September, 1998.

                           AMGEN INC.

                           By:  /s/ Kathryn E. Falberg
                                ------------------------
                                Kathryn E. Falberg
                                Vice President, Finance, Chief Financial Officer
                                and Chief Accounting Officer


                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Amgen Inc., and each of us,
do hereby constitute and appoint each and any of Gordon M. Binder, Kathryn E.
Falberg and George A. Vandeman, our true and lawful attorney and agent, with
full power of substitution and resubstitution, to do any and all acts and things
in our name and behalf in any and all capacities and to execute any and all
instruments for us in our names, in connection with this Registration Statement
or any registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we hereby ratify and confirm all that said attorney and
agent, or his substitute, shall do or cause to be done by virtue thereof.

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

<TABLE>
<CAPTION>
            SIGNATURES                                     TITLE                            DATE
            ----------                                     -----                            ----
<S>                                             <C>                                 <C>
/s/ Gordon M. Binder                            Chairman of the Board, Chief        September 2, 1998
-----------------------------------             Executive Officer and Director
Gordon M. Binder                                (Principal Executive Officer)
 
/s/ Kevin W. Sharer                             President, Chief Operating          September 2, 1998
----------------------------------              Officer and Director
Kevin W. Sharer

/s/ Kathryn E. Falberg                          Vice President, Finance, Chief      September 2, 1998
---------------------------------               Financial Officer and Chief
Kathryn E. Falberg                              Accounting Officer
 
/s/ William K. Bowes, Jr.                       Director                            September 2, 1998
--------------------------------
William K. Bowes, Jr.

/s/ Jerry D. Choate                             Director                            September 2, 1998
--------------------------------
Jerry D. Choate         

/s/ Franklin P. Johnson, Jr.                    Director                            September 2, 1998
--------------------------------
Franklin P. Johnson, Jr.
</TABLE> 
                              Page 5 of 20 pages
<PAGE>
 
<TABLE> 
<CAPTION> 

       SIGNATURES                                TITLE                                    DATE
       ----------                                -----                                    ----
<S>                                             <C>                                 <C>
/s/ Fredrick W. Gluck                           Director                            September 2, 1998
----------------------------------
Fredrick W. Gluck

/s/ Steven Lazarus                              Director                            September 2, 1998
----------------------------------
Steven Lazarus

/s/ Gilbert S. Omenn                            Director                            September 2, 1998
----------------------------------
Gilbert S. Omenn

/s/ Judith C. Pelham                            Director                            September 2, 1998
----------------------------------
Judith C. Pelham
</TABLE>
                              Page 6 of 20 pages
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 
                                                                                            Sequentially
Exhibit                                                                                       Numbered
Number                                 Description                                              Page
------                                 -----------                                              ----
<C>     <S>                                                                                 <C>
 *4.1    Amended and Restated 1997 Special Non-Officer Equity Incentive Plan...                   8

 * 5     Opinion of Latham & Watkins regarding the legality of the shares
         being registered......................................................                  19
 
 *23.1   Consent of Ernst & Young LLP..........................................                  20

 *23.2   Consent of Latham & Watkins (included in opinion filed as Exhibit 5)..
 
 *24     Power of Attorney (included on signature page to Registration                            5
         Statement)............................................................
</TABLE>
_________________
* Filed herewith.
                              Page 7 of 20 pages
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17839}]
{"company-data": {"conformed-name": "AMGEN INC", "cik": "0000318154", "assigned-sic": "2836", "irs-number": "953540776", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62735", "film-number": "98703070"}, "business-address": {"street1": "1840 DEHAVILLAND DR", "city": "THOUSAND OAKS", "state": "CA", "zip": "91320-1789", "phone": "0854471000"}, "mail-address": {"street1": "1840 DEHAVILLAND DR.", "street2": "MAIL STOP 10-1-B-512", "city": "THOUSAND OAKS", "state": "CA", "zip": "91320-1789"}, "former-company": {"former-conformed-name": "AMGEN", "date-changed": "19870305"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1998
                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   AMGEN INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             95-3540776
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)
 
       ONE AMGEN CENTER DRIVE                                            
      THOUSAND OAKS, CALIFORNIA                                   91320-1789
(Address of Principal Executive Offices)                          (Zip Code)

                             ----------------------
      AMENDED AND RESTATED 1997 SPECIAL NON-OFFICER EQUITY INCENTIVE PLAN

                            (Full title of the plan)
                           --------------------------

                            GEORGE A. VANDEMAN, ESQ.
  SENIOR VICE PRESIDENT, CORPORATE DEVELOPMENT, GENERAL COUNSEL AND SECRETARY
                                   AMGEN INC.
                             ONE AMGEN CENTER DRIVE
                      THOUSAND OAKS, CALIFORNIA 91320-1789
                    (Name and address of agent for service)
                                 (805) 447-1000
         (Telephone Number, Including Area Code, of Agent For Service)
                             ----------------------
                                   Copies to:
                                GARY OLSON, ESQ.
                                LATHAM & WATKINS
                       633 WEST FIFTH STREET, SUITE 4000
                       LOS ANGELES, CALIFORNIA 90071-2007
                                 (213) 485-1234

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------- 
                                                       Proposed                 Proposed
     Title of                  Amount                  Maximum              Maximum Aggregate
 Securities to be              to be              Offering Price Per       Offering Price (1)            Amount of
   Registered                Registered               Share (1)                                       Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock                9,000,000                  $60.22              $541,980,000                  $159,885
$.0001 par value
===============================================================================================================================
_________________________

(1)  For purposes of computing the registration fee only.  Pursuant to Rule
     457(h), the Proposed Maximum Offering Price Per Share is based upon the
     average of the high and low prices for the Registrant's Common Stock on the
     Nasdaq National Market on September 1, 1998 ($60.22).

                              Page 1 of 20 pages
                        Exhibit Index appears on Page 7
PART I

ITEM 1.  PLAN INFORMATION

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required to be filed with this Registration Statement.

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The registrant, Amgen Inc., a Delaware corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:

         A.   The Company's Annual Reports on Form 10-K and Form 10-K/A for the
              year ended December 31, 1997;

         B.   The Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1998; 

         C.   The Company's Quarterly Report on Form 10-Q and Form 10-Q/A for 
              the quarter ended June 30, 1998; and

         D.   Description of the Company's Common Stock, Contractual contingent
              payment rights and preferred share rights plan contained in the
              Registration Statements on Form 8-A filed with the SEC on
              September 7, 1983 and April 1, 1993, and the Form 8-K filed with
              the SEC on February 28, 1997, respectively.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing 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
other subsequently filed document which also is or is 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

         Section 145 of the Delaware General Corporation Law, the Restated
Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of
the Company contain provisions covering indemnification of corporate directors
and officers against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as directors and
officers, including proceedings under the Securities Act of 1933, as amended
(the "Securities Act") and the Exchange Act.

         The Company has authorized the entering into of indemnity contracts and
provides indemnity insurance pursuant to which officers and directors are
indemnified or insured against liability or loss under certain circumstances
which may include liability or related loss under the Securities Act and the
Exchange Act.

                              Page 2 of 20 pages
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

 4.1        Amended and Restated 1997 Special Non-Officer Equity Incentive Plan

 5.1        Opinion of Latham & Watkins as to the legality of the shares being
            registered.

 23.2       Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

 24.1       Powers of Attorney (included on page 5).

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:

             (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");

             (b) 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 the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement;

             (c) 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)(a) and (1)(b) shall not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.

                              Page 3 of 20 pages
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                              Page 4 of 20 pages
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Thousand Oaks, State of California, on this 2nd day
of September, 1998.

                           AMGEN INC.

                           By:  /s/ Kathryn E. Falberg
                                ------------------------
                                Kathryn E. Falberg
                                Vice President, Finance, Chief Financial Officer
                                and Chief Accounting Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Amgen Inc., and each of us,
do hereby constitute and appoint each and any of Gordon M. Binder, Kathryn E.
Falberg and George A. Vandeman, our true and lawful attorney and agent, with
full power of substitution and resubstitution, to do any and all acts and things
in our name and behalf in any and all capacities and to execute any and all
instruments for us in our names, in connection with this Registration Statement
or any registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we hereby ratify and confirm all that said attorney and
agent, or his substitute, shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURES                                     TITLE                            DATE
            ----------                                     -----                            ----
/s/ Gordon M. Binder                            Chairman of the Board, Chief        September 2, 1998
-----------------------------------             Executive Officer and Director
Gordon M. Binder                                (Principal Executive Officer)
 
/s/ Kevin W. Sharer                             President, Chief Operating          September 2, 1998
----------------------------------              Officer and Director
Kevin W. Sharer

/s/ Kathryn E. Falberg                          Vice President, Finance, Chief      September 2, 1998
---------------------------------               Financial Officer and Chief
Kathryn E. Falberg                              Accounting Officer
 
/s/ William K. Bowes, Jr.                       Director                            September 2, 1998
--------------------------------
William K. Bowes, Jr.

/s/ Jerry D. Choate                             Director                            September 2, 1998
--------------------------------
Jerry D. Choate         

/s/ Franklin P. Johnson, Jr.                    Director                            September 2, 1998
--------------------------------
Franklin P. Johnson, Jr.
Page 5 of 20 pages
SIGNATURES                                TITLE                                    DATE
       ----------                                -----                                    ----
/s/ Fredrick W. Gluck                           Director                            September 2, 1998
----------------------------------
Fredrick W. Gluck

/s/ Steven Lazarus                              Director                            September 2, 1998
----------------------------------
Steven Lazarus

/s/ Gilbert S. Omenn                            Director                            September 2, 1998
----------------------------------
Gilbert S. Omenn

/s/ Judith C. Pelham                            Director                            September 2, 1998
----------------------------------
Judith C. Pelham
Page 6 of 20 pages
EXHIBIT INDEX
Sequentially
Exhibit                                                                                       Numbered
Number                                 Description                                              Page
------                                 -----------                                              ----
*4.1    Amended and Restated 1997 Special Non-Officer Equity Incentive Plan...                   8

 * 5     Opinion of Latham & Watkins regarding the legality of the shares
         being registered......................................................                  19
 
 *23.1   Consent of Ernst & Young LLP..........................................                  20

 *23.2   Consent of Latham & Watkins (included in opinion filed as Exhibit 5)..
 
 *24     Power of Attorney (included on signature page to Registration                            5
         Statement)............................................................
_________________
* Filed herewith.
                              Page 7 of 20 pages