<PAGE>
    As filed with the Securities and Exchange Commission on November 21, 1996

                                                     Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------
                              CN Biosciences, Inc.
             (Exact name of registrant as specified in its charter)
            Delaware                                           33-0509785
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)
                              ---------------------
                           10394 Pacific Center Court
                           San Diego, California 92121
                                 (619) 450-5500
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)
                              ---------------------
        CN Biosciences, Inc. Amended and Restated 1992 Stock Option Plan
                            (Full title of the plan)
                              ---------------------
                                James G. Stewart
              Vice President, Chief Financial Officer and Secretary
                              CN Biosciences, Inc.
                           10394 Pacific Center Court
                           San Diego, California 92121
                                 (619) 450-5500
             (Name, address, including zip code and telephone number
                   including area code, of agent for service)
                              ---------------------
                                 with copies to:
                              Peter H. Jakes, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022
                                 (212) 821-8000

<TABLE>
                                         CALCULATION OF REGISTRATION FEE
<CAPTION>

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

Title of Each Class of Securities  Amount to be    Proposed Maximum     Proposed Maximum      Amount of
       to be Registered(1)         Registered(1)    Offering Price     Aggregate Offering    Registration
                                                    per Share (2)          Price (2)             Fee

<S>                                   <C>              <C>              <C>                   <C>
==========================================================================================================

Common Stock, $.01 par value          753,473          $17.875          $13,468,329.87        $4,081.31
==========================================================================================================
</TABLE>

(1)  Represents  the  shares  of  Common  Stock  issuable  pursuant  to  the  CN
     Biosciences,  Inc.  Amended  and  Restated  1992  Stock  Option  Plan.
(2)  Calculated  pursuant  to Rule 457(c) and (h) on the basis of the average of
     the high and low prices of the Common Stock as reported on the Nasdaq Stock
     Market on November 19, 1996.


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



<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and  Exchange
Commission (the  "Commission") by CN Biosciences,  Inc., a Delaware  corporation
(the "Company"), are incorporated by reference into this Registration Statement:
(a) the Prospectus that was part of the Company's Registration Statement on Form
S-1 (Registration No. 333-8335),  which Prospectus was filed with the Commission
on October 2, 1996 pursuant to Rule 424(b) under the  Securities Act of 1933, as
amended (the "Securities Act"); (b) the Company's  Quarterly Report on Form 10-Q
for the  quarter  ended  September  30,  1996;  and (c) the  description  of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A filed with the Commission, and any amendment or report filed for the purpose
of updating such description.

         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,  subsequent to
the date of this  Registration  Statement and prior to the  termination  of this
offering of securities  shall be deemed to be incorporated  by reference  herein
and to be a part  hereof  from  the  date  of the  filing  of such  reports  and
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

         Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's  Amended and Restated  Certificate of Incorporation  (the
"Certificate of  Incorporation")  provides that the Company shall indemnify each
person who is or was a director or officer of the Company to the fullest  extent
permitted  under  the  Delaware  General  Corporation  Law.  Section  145 of the
Delaware  General  Corporation Law empowers a Delaware  corporation to 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,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of such  corporation)  by reason of the fact that such  person is or was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another  corporation  or  enterprise.  A corporation  may indemnify  such person
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 he acted in good faith and in a manner he
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 his conduct was  unlawful.  A  corporation  may, in
advance of the final  disposition  of any  civil,  criminal,  administrative  or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees)  incurred by any officer or director in defending  such  action,  provided
that the  director  or  officer  undertakes  to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
corporation.



<PAGE>


         A Delaware  corporation may also indemnify officers and directors in an
action by or in the right of the  corporation to procure a judgment in its favor
under the same conditions,  except that no  indemnification is permitted without
judicial  approval  if the  officer or  director is adjudged to be liable to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in the defense of any action referred to above,  the corporation  must
indemnify him against the expenses (including attorneys' fees) which he actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be  exclusive  of any other rights to which an officer or director
may  be  entitled  under  any  corporation's   by-laws,   agreements,   vote  of
stockholders or disinterested directors or otherwise.

         The  Certificate  of  Incorporation  provides  that a  director  of the
Company will not be  personally  liable to the Company or 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 Company 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 Delaware  General  Corporation  Law,  which  concerns  unlawful  payments of
dividends, stock purchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.

         While  the  Certificate  of  Incorporation   provides   directors  with
protection from awards for monetary  damages for breaches of their duty of care,
it does not eliminate such duty.  Accordingly,  the Certificate of Incorporation
will  have no  effect  on the  availability  of  equitable  remedies  such as an
injunction  or  rescission  based on a  director's  breach of his or her duty of
care. The provisions of the Certificate of  Incorporation  described above apply
to an officer of the Company  only if he or she is a director of the Company and
is acting in his or her  capacity as  director,  and do not apply to officers of
the Company who are not directors.

         The  Company's  Amended and Restated  By-Laws  provide that the Company
shall indemnify any and all of its directors or officers,  who shall serve as an
officer or director of the Company or of any other corporation at the request of
the Company,  to the fullest extent  permitted  under and in accordance with the
laws of the State of Delaware.

         The Company has entered into indemnification agreements with certain of
its   directors   and   officers   pursuant  to  which  the   Company   provides
indemnification and contribution against expenses and losses incurred for claims
brought  against  them by reason of their  being an officer or  director  of the
Company.  Members of the Stock Option  Committee  of the Board of Directors  are
also indemnified by the Company in connection with their  administration  of the
Amended and Restated 1992 Stock Option Plan. The Company  maintains a directors'
and officers' liability insurance policy.

         Joseph P.  Landy and S.  Joshua  Lewis,  nominees  of  Warburg,  Pincus
Investors, L.P. ("Warburg") to the Company's Board of Directors, are entitled to
indemnification by Warburg for liabilities incurred as a result of their service
as directors of the Company.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.


<PAGE>





Item 8.  EXHIBITS

Exhibit Number             Description of Document
--------------             -----------------------

     5                     Opinion of Willkie Farr & Gallagher
     23.1                  Consent of Ernst & Young LLP, Independent Auditors
     23.2                  Consent of Willkie  Farr &  Gallagher  (included
                             in their  opinion  filed as  Exhibit 5 hereto)
     24                    Powers of Attorney (included on the signature
                             page hereto)
     99                    CN Biosciences, Inc. Amended and Restated
                             1992 Stock Option Plan

Item 9.  UNDERTAKINGS

        (a)  The undersigned Registrant hereby undertakes:

        (1) To file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i)  To  include any  prospectus  required by section  10(a)(3) of
the Securities Act.

            (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.  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 percent  change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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) above do not
        apply if 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 such  registrant  pursuant to
        section 13 or section 15(d) of the Securities  Exchange Act of 1934 (the
        "Exchange Act") that are  incorporated by reference in the  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.

         (b) 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 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.


<PAGE>



         (c)  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  provision,  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>




                                   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 San Diego, State of California, on November 21, 1996.


                                   CN BIOSCIENCES, INC.


                                   By: /s/ James G. Stewart
                                       --------------------------------------
                                       Name:  James G. Stewart
                                       Title: Vice President, Chief Financial
                                                Officer and Secretary



                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of CN Biosciences,  Inc.
hereby severally  constitutes and appoints Stelios B.  Papadopoulos and James G.
Stewart, and each of them as the attorneys-in-fact  for the undersigned,  in any
and all  capacities,  with  full  power  of  substitution,  to sign  any and all
amendments 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 unto 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 and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each said attorney-in-fact,  or either of them, 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.

<TABLE>
<CAPTION>

         Signature                            Title                                Date
         ---------                            -----                                ----

<S>                               <C>                                          <C>

/s/ Stelios B. Papadopoulos       Chairman of the Board of Directors,          November 21, 1996
---------------------------       Chief Executive Officer and
Stelios B. Papadopoulos           President
                                  (Principal executive officer)

/s/ James G. Stewart              Vice President, Chief Financial              November 21, 1996
---------------------------       Officer and Secretary
James G. Stewart                  (Principal financial and
                                  accounting officer)


/s/ Frederick L. Bryant           Director                                     November 21, 1996
---------------------------
Frederick L. Bryant




<PAGE>





/s/ Joseph P. Landy               Director                                     November 21, 1996
---------------------------
Joseph P. Landy


/s/ S. Joshua Lewis               Director                                     November 21, 1996
---------------------------
S. Joshua Lewis

/s/ Robert E. McGill, III         Director                                     November 21, 1996
---------------------------
Robert E. McGill, III
</TABLE>







<PAGE>



                                INDEX TO EXHIBITS


Exhibit Number             Description of Document
--------------             -----------------------

      5                    Opinion of Willkie Farr & Gallagher
      23.1                 Consent of Ernst & Young LLP, Independent Auditors
      23.2                 Consent of Willkie  Farr &  Gallagher
                             (included  in their  opinion  filed as  Exhibit 5
                             hereto)
      24                   Powers of Attorney (included on the signature
                             page hereto)
      99                   CN Biosciences, Inc. Amended and Restated 1992
                             Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20923}]
{"company-data": {"conformed-name": "CN BIOSCIENCES INC", "cik": "0001018371", "assigned-sic": "2833", "irs-number": "330509785", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16527", "film-number": "96670174"}, "business-address": {"street1": "10394 PACIFIC CENTER COURT", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6194505600"}, "mail-address": {"street1": "10394 PACIFIC CENTER COURT", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "CALBIOCHEM NOVABIOCHEM INTERNATIONAL INC", "date-changed": "19960709"}}
As filed with the Securities and Exchange Commission on November 21, 1996

                                                     Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------
                              CN Biosciences, Inc.
             (Exact name of registrant as specified in its charter)
            Delaware                                           33-0509785
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)
                              ---------------------
                           10394 Pacific Center Court
                           San Diego, California 92121
                                 (619) 450-5500
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)
                              ---------------------
        CN Biosciences, Inc. Amended and Restated 1992 Stock Option Plan
                            (Full title of the plan)
                              ---------------------
                                James G. Stewart
              Vice President, Chief Financial Officer and Secretary
                              CN Biosciences, Inc.
                           10394 Pacific Center Court
                           San Diego, California 92121
                                 (619) 450-5500
             (Name, address, including zip code and telephone number
                   including area code, of agent for service)
                              ---------------------
                                 with copies to:
                              Peter H. Jakes, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022
                                 (212) 821-8000

                                         CALCULATION OF REGISTRATION FEE
==========================================================================================================

Title of Each Class of Securities  Amount to be    Proposed Maximum     Proposed Maximum      Amount of
       to be Registered(1)         Registered(1)    Offering Price     Aggregate Offering    Registration
                                                    per Share (2)          Price (2)             Fee
==========================================================================================================

Common Stock, $.01 par value          753,473          $17.875          $13,468,329.87        $4,081.31
==========================================================================================================
(1)  Represents  the  shares  of  Common  Stock  issuable  pursuant  to  the  CN
     Biosciences,  Inc.  Amended  and  Restated  1992  Stock  Option  Plan.
(2)  Calculated  pursuant  to Rule 457(c) and (h) on the basis of the average of
     the high and low prices of the Common Stock as reported on the Nasdaq Stock
     Market on November 19, 1996.

================================================================================
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and  Exchange
Commission (the  "Commission") by CN Biosciences,  Inc., a Delaware  corporation
(the "Company"), are incorporated by reference into this Registration Statement:
(a) the Prospectus that was part of the Company's Registration Statement on Form
S-1 (Registration No. 333-8335),  which Prospectus was filed with the Commission
on October 2, 1996 pursuant to Rule 424(b) under the  Securities Act of 1933, as
amended (the "Securities Act"); (b) the Company's  Quarterly Report on Form 10-Q
for the  quarter  ended  September  30,  1996;  and (c) the  description  of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A filed with the Commission, and any amendment or report filed for the purpose
of updating such description.

         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,  subsequent to
the date of this  Registration  Statement and prior to the  termination  of this
offering of securities  shall be deemed to be incorporated  by reference  herein
and to be a part  hereof  from  the  date  of the  filing  of such  reports  and
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

         Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's  Amended and Restated  Certificate of Incorporation  (the
"Certificate of  Incorporation")  provides that the Company shall indemnify each
person who is or was a director or officer of the Company to the fullest  extent
permitted  under  the  Delaware  General  Corporation  Law.  Section  145 of the
Delaware  General  Corporation Law empowers a Delaware  corporation to 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,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of such  corporation)  by reason of the fact that such  person is or was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another  corporation  or  enterprise.  A corporation  may indemnify  such person
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 he acted in good faith and in a manner he
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 his conduct was  unlawful.  A  corporation  may, in
advance of the final  disposition  of any  civil,  criminal,  administrative  or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees)  incurred by any officer or director in defending  such  action,  provided
that the  director  or  officer  undertakes  to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
corporation.
A Delaware  corporation may also indemnify officers and directors in an
action by or in the right of the  corporation to procure a judgment in its favor
under the same conditions,  except that no  indemnification is permitted without
judicial  approval  if the  officer or  director is adjudged to be liable to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in the defense of any action referred to above,  the corporation  must
indemnify him against the expenses (including attorneys' fees) which he actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be  exclusive  of any other rights to which an officer or director
may  be  entitled  under  any  corporation's   by-laws,   agreements,   vote  of
stockholders or disinterested directors or otherwise.

         The  Certificate  of  Incorporation  provides  that a  director  of the
Company will not be  personally  liable to the Company or 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 Company 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 Delaware  General  Corporation  Law,  which  concerns  unlawful  payments of
dividends, stock purchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.

         While  the  Certificate  of  Incorporation   provides   directors  with
protection from awards for monetary  damages for breaches of their duty of care,
it does not eliminate such duty.  Accordingly,  the Certificate of Incorporation
will  have no  effect  on the  availability  of  equitable  remedies  such as an
injunction  or  rescission  based on a  director's  breach of his or her duty of
care. The provisions of the Certificate of  Incorporation  described above apply
to an officer of the Company  only if he or she is a director of the Company and
is acting in his or her  capacity as  director,  and do not apply to officers of
the Company who are not directors.

         The  Company's  Amended and Restated  By-Laws  provide that the Company
shall indemnify any and all of its directors or officers,  who shall serve as an
officer or director of the Company or of any other corporation at the request of
the Company,  to the fullest extent  permitted  under and in accordance with the
laws of the State of Delaware.

         The Company has entered into indemnification agreements with certain of
its   directors   and   officers   pursuant  to  which  the   Company   provides
indemnification and contribution against expenses and losses incurred for claims
brought  against  them by reason of their  being an officer or  director  of the
Company.  Members of the Stock Option  Committee  of the Board of Directors  are
also indemnified by the Company in connection with their  administration  of the
Amended and Restated 1992 Stock Option Plan. The Company  maintains a directors'
and officers' liability insurance policy.

         Joseph P.  Landy and S.  Joshua  Lewis,  nominees  of  Warburg,  Pincus
Investors, L.P. ("Warburg") to the Company's Board of Directors, are entitled to
indemnification by Warburg for liabilities incurred as a result of their service
as directors of the Company.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.
Item 8.  EXHIBITS

Exhibit Number             Description of Document
--------------             -----------------------

     5                     Opinion of Willkie Farr & Gallagher
     23.1                  Consent of Ernst & Young LLP, Independent Auditors
     23.2                  Consent of Willkie  Farr &  Gallagher  (included
                             in their  opinion  filed as  Exhibit 5 hereto)
     24                    Powers of Attorney (included on the signature
                             page hereto)
     99                    CN Biosciences, Inc. Amended and Restated
                             1992 Stock Option Plan

Item 9.  UNDERTAKINGS

        (a)  The undersigned Registrant hereby undertakes:

        (1) To file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i)  To  include any  prospectus  required by section  10(a)(3) of
the Securities Act.

            (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.  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 percent  change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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) above do not
        apply if 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 such  registrant  pursuant to
        section 13 or section 15(d) of the Securities  Exchange Act of 1934 (the
        "Exchange Act") that are  incorporated by reference in the  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.

         (b) 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 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.
(c)  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  provision,  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.
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 San Diego, State of California, on November 21, 1996.

                                   CN BIOSCIENCES, INC.

                                   By: /s/ James G. Stewart
                                       --------------------------------------
                                       Name:  James G. Stewart
                                       Title: Vice President, Chief Financial
                                                Officer and Secretary

                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of CN Biosciences,  Inc.
hereby severally  constitutes and appoints Stelios B.  Papadopoulos and James G.
Stewart, and each of them as the attorneys-in-fact  for the undersigned,  in any
and all  capacities,  with  full  power  of  substitution,  to sign  any and all
amendments 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 unto 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 and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each said attorney-in-fact,  or either of them, 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/ Stelios B. Papadopoulos       Chairman of the Board of Directors,          November 21, 1996
---------------------------       Chief Executive Officer and
Stelios B. Papadopoulos           President
                                  (Principal executive officer)

/s/ James G. Stewart              Vice President, Chief Financial              November 21, 1996
---------------------------       Officer and Secretary
James G. Stewart                  (Principal financial and
                                  accounting officer)

/s/ Frederick L. Bryant           Director                                     November 21, 1996
---------------------------
Frederick L. Bryant
/s/ Joseph P. Landy               Director                                     November 21, 1996
---------------------------
Joseph P. Landy

/s/ S. Joshua Lewis               Director                                     November 21, 1996
---------------------------
S. Joshua Lewis

/s/ Robert E. McGill, III         Director                                     November 21, 1996
---------------------------
Robert E. McGill, III
INDEX TO EXHIBITS

Exhibit Number             Description of Document
--------------             -----------------------

      5                    Opinion of Willkie Farr & Gallagher
      23.1                 Consent of Ernst & Young LLP, Independent Auditors
      23.2                 Consent of Willkie  Farr &  Gallagher
                             (included  in their  opinion  filed as  Exhibit 5
                             hereto)
      24                   Powers of Attorney (included on the signature
                             page hereto)
      99                   CN Biosciences, Inc. Amended and Restated 1992
                             Stock Option Plan