As filed with the Securities and Exchange Commission on August 8, 1996
                                          Registration 33-
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC  20549
                    ---------------------
                           Form S-8
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Aprogenex, Inc.
     (Exact name of registrant as specified in its charter)
            Delaware                         76-0269632
(State or other jurisdiction of           (I.R.S. Employer 
 incorporation or organization)           Identification No.)
     8000 El Rio Street, 
       Houston, Texas                        77054-4104
(Address of Principal Executive Offices)     (Zip Code)
                        -------------------
                          APROGENEX, INC.
                    DIRECTOR STOCK OPTION PLAN
                     (Full title of the plan)
                        ------------------
                          J. Donald Payne
         Vice President - Finance, Chief Financial Officer
                      and Corporate Secretary
            8000 El Rio Street, Houston, Texas 77054-4104
              (Name and address of agent for service)
                           (713) 748-5114
   (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================
                             Proposed    Proposed
Title of                     maximum     maximum     Amount
securities       Amount      offering    aggregate   of
to be            to be       price per   offering    registration
registered       registered  share (1)   price       fee (2)
- ------------------------------------------------------------------
Common Stock,    50,000       $1.00      $50,000      $18
 par value        shares
 $.001 per
 share
==================================================================
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes 
of computing the registration fee and based upon the average of 
the high and low sales prices reported on the American Stock 
Exchange on August 5, 1996.
(2) In accordance with Rule 429, an additional 100,000 shares of 
Common Stock, par value $.001 per share, are being carried forward 
from Registration Statement No. 33-94258.  The Registrant paid the 
filing fee of $196 associated with such shares on July 3, 1995.

Pursuant to Rule 429, the Prospectus to which this Registration 
Statement relates is a combined Prospectus that also relates to 
Registration Statement No. 33-94258 previously filed by the 
Registrant on Form S-8 on July 3, 1995.

                            PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note:  The document(s) containing the information concerning the 
Aprogenex, Inc. Director Stock Option Plan (the "Plan") required 
by Item 1 of Form S-8 under the Securities Act of 1933, as amended 
(the "Securities Act"), and the statement of availability of 
registrant information, Plan information and other information 
required by Item 2 of Form S-8 will be sent or given to 
participants as specified by Rule 428.  In accordance with Rule 
428 and the requirements of Part I of Form S-8, such documents are 
not being filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424.  
Aprogenex, Inc. (the "Company" or the "Registrant") shall maintain 
a file of such documents in accordance with the provisions of Rule 
428.  Upon request, the Registrant shall furnish to the Commission 
or its staff a copy or copies of all of the documents included in 
such file.

                           PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Certain Documents by Reference.

The following documents, which the Company has filed with the 
Commission pursuant to the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") (File No. 1-12416), are incorporated 
in this Registration Statement by reference and shall be deemed to 
be a part hereof:

(a)  The Company's Annual Report on Form 10-KSB for the year ended 
December 31, 1995;

(b)  The description of the Common Stock contained in the 
Company's Registration Statement on Form 8-A dated September 20, 
1993;

(c)  The Company's Quarterly Report on Form 10-QSB for the quarter 
ended March 31, 1996;

(d)  The Company's Quarterly Report on Form 10-QSB for the quarter 
ended June 30, 1996;

(e)  The Company's Current Reports on Form 8-K dated April 1, 1996 
and June 12, 1996; and

(f)  The Company's Proxy Statement dated as of June 7, 1996, 
relating to the annual meeting of stockholders held on July 
12,1996, as adjourned from June 24, 1996.

All documents filed by the Company with the Commission pursuant to 
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent 
to the date of this Registration Statement and prior to the filing 
of a post-effective amendment of this Registration Statement which 
indicates that all securities offered hereby have been sold, or 
which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated in this Registration Statement by 
reference and to be a part hereof from the date of filing of such 
documents.

Any statement contained in this Registration Statement, in an 
amendment hereto or in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of the 
Registration Statement to the extent that a statement contained 
herein or in any subsequently filed supplement to this 
Registration Statement or in any document that also is 
incorporated by reference herein modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part 
of the 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.

The Restated Certificate of Incorporation, as amended, of the 
Company limits the personal liability of directors of the Company 
to the Company or its stockholders for monetary damages for breach 
of fiduciary duty as a director to the fullest extent permitted by 
Delaware law.  Specifically, directors of the Company will not be 
personally liable for monetary damages for breach of a directors' 
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 relates to unlawful payments of dividends or unlawful 
stock repurchases or redemptions or (iv) for any transaction from 
which the director derived an improper personal benefit.  The 
Delaware General Corporation Law does not eliminate a directors' 
duty of care and has no effect on the availability of equitable 
remedies such as injunction or rescission based upon a director's 
breach of the duty of care.

Section 145 of the Delaware General Corporation Law permits a 
Delaware corporation to indemnify any persons who are, or are 
threatened to be made, parties to any threatened, pending or 
completed legal 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.  The indemnity may include 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, provided that 
such officer or director acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the corporation's 
best interests, or, for criminal proceedings, had no reasonable 
cause to believe his conduct was illegal.  A Delaware corporation 
may indemnify officers and directors in an action by or in the 
right of the corporation 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 in 
the performance of his duty.  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 which such officer or director actually and reasonably 
incurred.

The Company's Bylaws provide for the indemnification of its 
executive officers and directors, and the advancement to them of 
expenses in connection with proceedings and claims, to the fullest 
extent permitted by the Delaware General Corporation Law.  The 
Bylaws include related provisions meant to facilitate the 
indemnitees' receipt of such benefits.  These provisions cover, 
among other things  (i) specification of the method of determining 
entitlement to indemnification and the selection of independent 
counsel that will in some cases make such determination, (ii) 
specification of certain time periods by which certain payments or 
determinations must be made and actions must be taken and (iii) 
the establishment of certain presumptions in favor of an 
indemnitee.  The benefits of certain of these provisions are 
available to an indemnitee only if there has been a change in 
control (as defined).

The Company has obtained directors' and officers' liability 
insurance.  The policy covers certain claims of up to $1 million 
per occurrence and $1 million in the aggregate.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibits incorporated by reference to a prior filing are 
designated by an asterisk (*).

Exhibit
Number	Description

4.1*      Amended and Restated Certificate of Incorporation of the 
          Company.  (Incorporated by reference from Exhibit 3.1 to 
          the Company's Registration Statement on Form SB-2, Reg. 
          No. 33-66586-FW, declared effective October 15, 1993).

4.2*      Certificate of Amendment of Amended and Restated 
          Certificate of Incorporation of Aprogenex, Inc. 
          effective as of  June 10, 1994 (Incorporated by 
          reference from Exhibit 3.1 to the Company's Form 10-QSB 
          for the quarterly period ended June 30, 1994).

4.3*      Certificate of Designations of Series A Convertible 
          Preferred Stock effective May 26, 1995 (Incorporated by
          reference from Exhibit 4.4 to the Company's Registration 
          Statement on Form S3, Reg No. 33-95014, filed July 26, 
          1995).

4.4*      Bylaws of the Company (Incorporated by reference from 
          Exhibit 4-3 to the Company's Registration Statement on 
          Form S-3, Reg. No. 33-90514, filed on July 26, 1995).

4.5*      Form of Certificate of Common Stock.  (Incorporated by
          reference from Exhibit 4.1 to the Company's Registration
          Statement on Form SB-2, Reg. No. 33-66586-FW, declared 
          effective October 15, 1993.)

4.6*      Convertible Note Subscription Agreement dated as of 
          May 1, 1996 among Aprogenex, Inc. and the various
          purchasers (Incorporated by reference from Exhibit
          4.1(a) to the Company's Form 8-K dated as of June 12,
          1996).

4.7*      Form of Convertible Note dated as of June 12, 1996
          (Incorporated by reference from Exhibit 4.1(b) to the 
          Company's Form 8-K dated as of June 12, 1996).

4.8*      Director Stock Option Plan, as in effect prior to 
          July 12, 1996 (Incorporated by reference from Exhibit
          4.6 to the Company's Registration Statement on Form S-8,
          Reg. No. 33-94258, filed on July 3, 1995).

4.9       Director Stock Option Plan, as Amended and Restated on 
          July 12, 1996.

5         Opinion of Baker and Botts, L.L.P.

23.1      Consent of Baker and Botts, L.L.P. (included in 
          Exhibit 5).

23.2      Consent of Arthur Andersen LLP.
- -------------

Item 9.  Undertakings.

(a)  The Company hereby undertakes:

(1)  To file, during any period in which it offers or sells 
securities, 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 which, 
individually or together, represent a fundamental change in the 
information set forth in the Registration Statement;
(iii)  To include any additional or changed material information 
with respect to the plan of distribution;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of 
this Item do not apply if the information required to be included 
in a post-effective amendment by those paragraphs is incorporated 
by reference in the Registration Statement from periodic reports 
filed as a small business issuer under the Exchange Act.

(2)  For purposes of determining any liability under the 
Securities Act, it will treat each filing of a post-effective 
amendment to this Registration Statement as a new registration 
statement of 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 file a post-effective amendment to remove from 
registration any of the securities that remain unsold at the end 
of the offering.

(b)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and 
controlling persons of the Company pursuant to the foregoing 
provision, or otherwise, the Company 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 Company of 
expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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 of 1933, the 
Registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and 
has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City 
of Houston, the State of Texas, on August 8, 1996.

                               Aprogenex, Inc.


                           By: /s/ J. Donald Payne
                              ----------------------------
                              J. Donald Payne
                              Vice President-Finance

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

DATED:  August 8, 1996     BY: /s/ David Leech	
                              ----------------------------
                              David Leech
                              President, Chief Executive Officer
                              and Director (Principal Executive 
                              Officer and Director)

DATED:  August 8, 1996     BY: /s/ Michael Hogan
                              ----------------------------
                              Michael Hogan
                              Director

DATED:  August 8, 1996     BY: /s/ Christopher Kelly
                              ----------------------------
                              Christopher Kelly
                              Director 

DATED:  August 8, 1996     BY: /s/ Terry Ward
                              ----------------------------
                              Terry Ward
                              Director 

DATED:  August 8, 1996     BY: / s/ J. Donald Payne
                              ----------------------------
                              J. Donald Payne
                              Vice President - Finance, 
                              Chief Financial Officer and 
                              Corporate Secretary and Director 
                              (Principal Financial and Accounting
                              Officer) 


                        EXHIBIT INDEX


Exhibits incorporated by reference to a prior filing are 
designated by an asterisk (*).

Exhibit
Number     Description

4.1*     Amended and Restated Certificate of Incorporation of the 
         Company.  (Incorporated by reference from Exhibit 3.1 to 
         the Company's Registration Statement on Form SB-2, 
         Reg. No. 33-66586-FW, declared effective October 15,
         1993).

4.2*     Certificate of Amendment of Amended and Restated 
         Certificate of Incorporation of Aprogenex, Inc. effective 
         as of  June 10, 1994 (Incorporated by reference from 
         Exhibit 3.1 to the Company's Form 10-QSB for the 
         quarterly period ended June 30, 1994).

4.3*     Certificate of Designations of Series A Convertible 
         Preferred Stock effective May 26, 1995 (Incorporated by 
         reference from Exhibit 4.4 to the Company's Registration
         Statement on Form S3, Reg No. 33-95014, filed July 26, 
         1995).

4.4*     Bylaws of the Company (Incorporated by reference from 
         Exhibit 4-3 to the Company's Registration Statement on 
         Form S-3, Reg. No. 33-90514, filed on July 26, 1995).

4.5*     Form of Certificate of Common Stock.  (Incorporated by 
         reference from Exhibit 4.1 to the Company's Registration 
         Statement on Form SB-2, Reg. No. 33-66586-FW, declared 
         effective October 15, 1993.)

4.6*     Convertible Note Subscription Agreement dated as of 
         May 1, 1996 among Aprogenex, Inc. and the various 
         purchasers (Incorporated by reference from Exhibit 4.1(a)
         to the Company's Form 8-K dated as of June 12, 1996).

4.7*     Form of Convertible Note dated as of June 12, 1996 
         (Incorporated by reference from Exhibit 4.1(b) to the 
         Company's Form 8-K dated as of June 12, 1996).

4.8*     Director Stock Option Plan, as in effect prior to 
         July 12, 1996 (Incorporated by reference from Exhibit 
         4.6 to the Company's Registration Statement on Form S-8,
         Reg. No. 33-94258, filed on July 3, 1995).

4.9      Director Stock Option Plan, as Amended and Restated on 
         July 12, 1996.

5        Opinion of Baker and Botts, L.L.P.

23.1     Consent of Baker and Botts, L.L.P. (included in 
         Exhibit 5).

23.2     Consent of Arthur Andersen LLP.
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As filed with the Securities and Exchange Commission on August 8, 1996
                                          Registration 33-
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC  20549
                    ---------------------
                           Form S-8
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Aprogenex, Inc.
     (Exact name of registrant as specified in its charter)
            Delaware                         76-0269632
(State or other jurisdiction of           (I.R.S. Employer 
 incorporation or organization)           Identification No.)
     8000 El Rio Street, 
       Houston, Texas                        77054-4104
(Address of Principal Executive Offices)     (Zip Code)
                        -------------------
                          APROGENEX, INC.
                    DIRECTOR STOCK OPTION PLAN
                     (Full title of the plan)
                        ------------------
                          J. Donald Payne
         Vice President - Finance, Chief Financial Officer
                      and Corporate Secretary
            8000 El Rio Street, Houston, Texas 77054-4104
              (Name and address of agent for service)
                           (713) 748-5114
   (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================
                             Proposed    Proposed
Title of                     maximum     maximum     Amount
securities       Amount      offering    aggregate   of
to be            to be       price per   offering    registration
registered       registered  share (1)   price       fee (2)
- ------------------------------------------------------------------
Common Stock,    50,000       $1.00      $50,000      $18
 par value        shares
 $.001 per
 share
==================================================================
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes 
of computing the registration fee and based upon the average of 
the high and low sales prices reported on the American Stock 
Exchange on August 5, 1996.
(2) In accordance with Rule 429, an additional 100,000 shares of 
Common Stock, par value $.001 per share, are being carried forward 
from Registration Statement No. 33-94258.  The Registrant paid the 
filing fee of $196 associated with such shares on July 3, 1995.

Pursuant to Rule 429, the Prospectus to which this Registration 
Statement relates is a combined Prospectus that also relates to 
Registration Statement No. 33-94258 previously filed by the 
Registrant on Form S-8 on July 3, 1995.

                            PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note:  The document(s) containing the information concerning the 
Aprogenex, Inc. Director Stock Option Plan (the "Plan") required 
by Item 1 of Form S-8 under the Securities Act of 1933, as amended 
(the "Securities Act"), and the statement of availability of 
registrant information, Plan information and other information 
required by Item 2 of Form S-8 will be sent or given to 
participants as specified by Rule 428.  In accordance with Rule 
428 and the requirements of Part I of Form S-8, such documents are 
not being filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424.  
Aprogenex, Inc. (the "Company" or the "Registrant") shall maintain 
a file of such documents in accordance with the provisions of Rule 
428.  Upon request, the Registrant shall furnish to the Commission 
or its staff a copy or copies of all of the documents included in 
such file.

                           PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Certain Documents by Reference.

The following documents, which the Company has filed with the 
Commission pursuant to the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") (File No. 1-12416), are incorporated 
in this Registration Statement by reference and shall be deemed to 
be a part hereof:

(a)  The Company's Annual Report on Form 10-KSB for the year ended 
December 31, 1995;

(b)  The description of the Common Stock contained in the 
Company's Registration Statement on Form 8-A dated September 20, 
1993;

(c)  The Company's Quarterly Report on Form 10-QSB for the quarter 
ended March 31, 1996;

(d)  The Company's Quarterly Report on Form 10-QSB for the quarter 
ended June 30, 1996;

(e)  The Company's Current Reports on Form 8-K dated April 1, 1996 
and June 12, 1996; and

(f)  The Company's Proxy Statement dated as of June 7, 1996, 
relating to the annual meeting of stockholders held on July 
12,1996, as adjourned from June 24, 1996.

All documents filed by the Company with the Commission pursuant to 
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent 
to the date of this Registration Statement and prior to the filing 
of a post-effective amendment of this Registration Statement which 
indicates that all securities offered hereby have been sold, or 
which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated in this Registration Statement by 
reference and to be a part hereof from the date of filing of such 
documents.

Any statement contained in this Registration Statement, in an 
amendment hereto or in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of the 
Registration Statement to the extent that a statement contained 
herein or in any subsequently filed supplement to this 
Registration Statement or in any document that also is 
incorporated by reference herein modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part 
of the 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.

The Restated Certificate of Incorporation, as amended, of the 
Company limits the personal liability of directors of the Company 
to the Company or its stockholders for monetary damages for breach 
of fiduciary duty as a director to the fullest extent permitted by 
Delaware law.  Specifically, directors of the Company will not be 
personally liable for monetary damages for breach of a directors' 
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 relates to unlawful payments of dividends or unlawful 
stock repurchases or redemptions or (iv) for any transaction from 
which the director derived an improper personal benefit.  The 
Delaware General Corporation Law does not eliminate a directors' 
duty of care and has no effect on the availability of equitable 
remedies such as injunction or rescission based upon a director's 
breach of the duty of care.

Section 145 of the Delaware General Corporation Law permits a 
Delaware corporation to indemnify any persons who are, or are 
threatened to be made, parties to any threatened, pending or 
completed legal 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.  The indemnity may include 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, provided that 
such officer or director acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the corporation's 
best interests, or, for criminal proceedings, had no reasonable 
cause to believe his conduct was illegal.  A Delaware corporation 
may indemnify officers and directors in an action by or in the 
right of the corporation 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 in 
the performance of his duty.  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 which such officer or director actually and reasonably 
incurred.

The Company's Bylaws provide for the indemnification of its 
executive officers and directors, and the advancement to them of 
expenses in connection with proceedings and claims, to the fullest 
extent permitted by the Delaware General Corporation Law.  The 
Bylaws include related provisions meant to facilitate the 
indemnitees' receipt of such benefits.  These provisions cover, 
among other things  (i) specification of the method of determining 
entitlement to indemnification and the selection of independent 
counsel that will in some cases make such determination, (ii) 
specification of certain time periods by which certain payments or 
determinations must be made and actions must be taken and (iii) 
the establishment of certain presumptions in favor of an 
indemnitee.  The benefits of certain of these provisions are 
available to an indemnitee only if there has been a change in 
control (as defined).

The Company has obtained directors' and officers' liability 
insurance.  The policy covers certain claims of up to $1 million 
per occurrence and $1 million in the aggregate.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibits incorporated by reference to a prior filing are 
designated by an asterisk (*).

Exhibit
Number	Description

4.1*      Amended and Restated Certificate of Incorporation of the 
          Company.  (Incorporated by reference from Exhibit 3.1 to 
          the Company's Registration Statement on Form SB-2, Reg. 
          No. 33-66586-FW, declared effective October 15, 1993).

4.2*      Certificate of Amendment of Amended and Restated 
          Certificate of Incorporation of Aprogenex, Inc. 
          effective as of  June 10, 1994 (Incorporated by 
          reference from Exhibit 3.1 to the Company's Form 10-QSB 
          for the quarterly period ended June 30, 1994).

4.3*      Certificate of Designations of Series A Convertible 
          Preferred Stock effective May 26, 1995 (Incorporated by
          reference from Exhibit 4.4 to the Company's Registration 
          Statement on Form S3, Reg No. 33-95014, filed July 26, 
          1995).

4.4*      Bylaws of the Company (Incorporated by reference from 
          Exhibit 4-3 to the Company's Registration Statement on 
          Form S-3, Reg. No. 33-90514, filed on July 26, 1995).

4.5*      Form of Certificate of Common Stock.  (Incorporated by
          reference from Exhibit 4.1 to the Company's Registration
          Statement on Form SB-2, Reg. No. 33-66586-FW, declared 
          effective October 15, 1993.)

4.6*      Convertible Note Subscription Agreement dated as of 
          May 1, 1996 among Aprogenex, Inc. and the various
          purchasers (Incorporated by reference from Exhibit
          4.1(a) to the Company's Form 8-K dated as of June 12,
          1996).

4.7*      Form of Convertible Note dated as of June 12, 1996
          (Incorporated by reference from Exhibit 4.1(b) to the 
          Company's Form 8-K dated as of June 12, 1996).

4.8*      Director Stock Option Plan, as in effect prior to 
          July 12, 1996 (Incorporated by reference from Exhibit
          4.6 to the Company's Registration Statement on Form S-8,
          Reg. No. 33-94258, filed on July 3, 1995).

4.9       Director Stock Option Plan, as Amended and Restated on 
          July 12, 1996.

5         Opinion of Baker and Botts, L.L.P.

23.1      Consent of Baker and Botts, L.L.P. (included in 
          Exhibit 5).

23.2      Consent of Arthur Andersen LLP.
- -------------

Item 9.  Undertakings.

(a)  The Company hereby undertakes:

(1)  To file, during any period in which it offers or sells 
securities, 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 which, 
individually or together, represent a fundamental change in the 
information set forth in the Registration Statement;
(iii)  To include any additional or changed material information 
with respect to the plan of distribution;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of 
this Item do not apply if the information required to be included 
in a post-effective amendment by those paragraphs is incorporated 
by reference in the Registration Statement from periodic reports 
filed as a small business issuer under the Exchange Act.

(2)  For purposes of determining any liability under the 
Securities Act, it will treat each filing of a post-effective 
amendment to this Registration Statement as a new registration 
statement of 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 file a post-effective amendment to remove from 
registration any of the securities that remain unsold at the end 
of the offering.

(b)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and 
controlling persons of the Company pursuant to the foregoing 
provision, or otherwise, the Company 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 Company of 
expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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 of 1933, the 
Registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and 
has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City 
of Houston, the State of Texas, on August 8, 1996.

                               Aprogenex, Inc.

                           By: /s/ J. Donald Payne
                              ----------------------------
                              J. Donald Payne
                              Vice President-Finance

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

DATED:  August 8, 1996     BY: /s/ David Leech	
                              ----------------------------
                              David Leech
                              President, Chief Executive Officer
                              and Director (Principal Executive 
                              Officer and Director)

DATED:  August 8, 1996     BY: /s/ Michael Hogan
                              ----------------------------
                              Michael Hogan
                              Director

DATED:  August 8, 1996     BY: /s/ Christopher Kelly
                              ----------------------------
                              Christopher Kelly
                              Director 

DATED:  August 8, 1996     BY: /s/ Terry Ward
                              ----------------------------
                              Terry Ward
                              Director 

DATED:  August 8, 1996     BY: / s/ J. Donald Payne
                              ----------------------------
                              J. Donald Payne
                              Vice President - Finance, 
                              Chief Financial Officer and 
                              Corporate Secretary and Director 
                              (Principal Financial and Accounting
                              Officer) 

                        EXHIBIT INDEX

Exhibits incorporated by reference to a prior filing are 
designated by an asterisk (*).

Exhibit
Number     Description

4.1*     Amended and Restated Certificate of Incorporation of the 
         Company.  (Incorporated by reference from Exhibit 3.1 to 
         the Company's Registration Statement on Form SB-2, 
         Reg. No. 33-66586-FW, declared effective October 15,
         1993).

4.2*     Certificate of Amendment of Amended and Restated 
         Certificate of Incorporation of Aprogenex, Inc. effective 
         as of  June 10, 1994 (Incorporated by reference from 
         Exhibit 3.1 to the Company's Form 10-QSB for the 
         quarterly period ended June 30, 1994).

4.3*     Certificate of Designations of Series A Convertible 
         Preferred Stock effective May 26, 1995 (Incorporated by 
         reference from Exhibit 4.4 to the Company's Registration
         Statement on Form S3, Reg No. 33-95014, filed July 26, 
         1995).

4.4*     Bylaws of the Company (Incorporated by reference from 
         Exhibit 4-3 to the Company's Registration Statement on 
         Form S-3, Reg. No. 33-90514, filed on July 26, 1995).

4.5*     Form of Certificate of Common Stock.  (Incorporated by 
         reference from Exhibit 4.1 to the Company's Registration 
         Statement on Form SB-2, Reg. No. 33-66586-FW, declared 
         effective October 15, 1993.)

4.6*     Convertible Note Subscription Agreement dated as of 
         May 1, 1996 among Aprogenex, Inc. and the various 
         purchasers (Incorporated by reference from Exhibit 4.1(a)
         to the Company's Form 8-K dated as of June 12, 1996).

4.7*     Form of Convertible Note dated as of June 12, 1996 
         (Incorporated by reference from Exhibit 4.1(b) to the 
         Company's Form 8-K dated as of June 12, 1996).

4.8*     Director Stock Option Plan, as in effect prior to 
         July 12, 1996 (Incorporated by reference from Exhibit 
         4.6 to the Company's Registration Statement on Form S-8,
         Reg. No. 33-94258, filed on July 3, 1995).

4.9      Director Stock Option Plan, as Amended and Restated on 
         July 12, 1996.

5        Opinion of Baker and Botts, L.L.P.

23.1     Consent of Baker and Botts, L.L.P. (included in 
         Exhibit 5).

23.2     Consent of Arthur Andersen LLP.