As filed with the Securities and Exchange Commission on January 18, 2001
                                               Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   -----------

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

      Delaware                        2834                       95-3701481
 (State or other jurisdiction   (Primary Standard Industrial  (I.R.S. Employer
  of incorporation or             Classification Code Number)  Identification
      organization)                                               Number)
                                   -----------
                              820 West Maude Avenue
                           Sunnyvale, California 94085
                                 (408) 616-8200
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                                   -----------
                                 John H. Newman
                              Senior Vice President
                                   SCIOS INC.
                               749 N. Mary Avenue
                           Sunnyvale, California 94085
                                 (408) 616-8200
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)
                                   -----------
                                   Copies to:

                           Kimberly L. Wilkinson, Esq.
                                Latham & Watkins
                        505 Montgomery Street, Suite 1900
                         San Francisco, California 94111
                                 (415) 391-0600
                                   -----------

        Approximate date of commencement of proposed sale to the public:
   As soon as practicable after the Registration Statement becomes effective.
                                   -----------
       If the only  securities  being  registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box./ /
       If any of the securities  being registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box./x/
       If this form is filed to register  additional  securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering./ /
       If this form is a post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering./ /
       If delivery  of the  Prospectus  is expected to be made  pursuant to Rule
434, please check the following box./ /

                         CALCULATION OF REGISTRATION FEE



======================= ================= ========================= ============================ ===================
 Title of Each Class      Amount to be        Proposed Maximum      Proposed Maximum Aggregate       Amount of
 of Securities to be       Registered     Offering Price Per Share        Offering Price          Registration Fee
      Registered
======================= ================= ========================= ============================ ===================
                                                                                            

Common Stock $0.001
par value                      --                    --                   $120,000,000(1)             $ 30,000
======================= ================= ========================= ============================ ===================


(1)  We estimate this amount only to calculate the  Registration Fee pursuant to
     Rule 457(o) under the Securities Act of 1933.


         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment that  specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

         The  information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.




















PROSPECTUS                                                 SUBJECT TO COMPLETION
                                                                January 18, 2001
                                   SCIOS INC.
                          $120,000,000 OF COMMON STOCK
     This prospectus will allow us to sell up to $120,000,000 in the aggregate
of common stock over time. This means:
o        we may issue shares offered in this prospectus from time to time;

o        we will provide a prospectus supplement each time we issue shares;

o        the prospectus  supplement  will inform you about the specific terms of
         that  offering  and also may add,  update  or  change  the  information
         contained in this prospectus; and

o        you should read this prospectus and any prospectus supplement carefully
         before you invest.
     Our common stock is traded on the Nasdaq National Market under the symbol
"SCIO." On January 17, 2001, the last reported sale price of our common stock on
Nasdaq was $18.625 per share.
     We will sell these securities directly to our stockholders or to purchasers
or through agents on our behalf or through underwriters or dealers as designated
from time to time. If any agents or underwriters are involved in the sale of any
of these  securities,  the applicable  prospectus  supplement will set forth the
names of the agents or  underwriters  and any  applicable  fees,  commissions or
discounts.

     This  prospectus  may not be used to offer or sell  any  securities  unless
accompanied by a prospectus supplement.

                  Investing in our common stock involves a high
                      degree of risk. See "Risk Factors" on
                                     page 5.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                The date of this prospectus is __________, 2001.






                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration  statement that we filed with
the  Securities  and  Exchange  Commission  (SEC)  using a "shelf"  registration
process.  Under this shelf process,  we may offer,  from time to time, in one or
more offerings, up to $120,000,000 in the aggregate of our common stock.

         This  prospectus  provides  you  with  a  general  description  of  the
securities  we may  offer.  Each  time we sell  securities,  we will  provide  a
prospectus  supplement that will contain specific information about the terms of
that  offering.  The  prospectus  supplement  may also  add,  update  or  change
information  contained in this prospectus.  You should read both this prospectus
and any prospectus  supplement  together with additional  information  described
immediately below under the heading "Where You Can Find More Information."

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov.  You may also read and
copy any document we file at the SEC's  public  reference  rooms in  Washington,
D.C.,  New  York,  New  York  and  Chicago,  Illinois.  Please  call  the SEC at
1-800-732-0330 for further information on the public reference rooms.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to these documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the  documents  listed below (and any  amendments  thereto) and any
future filings made with the SEC under Section 13(a),  13(c), 14 or 15(d) of the
Securities  Exchange  Act of 1934 until the  offering of our common  stock under
this registration statement is completed or withdrawn:
  o Annual Report on Form 10-K for the fiscal year ended December 31, 1999
    filed with the SEC on February 7, 2000.
  o Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed
    with the SEC on May 15, 2000.
  o Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 filed
    with the SEC on August 14, 2000.
  o Quarterly Report on Form 10-Q for the quarter ended September 30, 2000
    filed with the SEC on November 13, 2000.
  o The description of our common stock contained in Form 8-A filed on June 19,
    1990, including any amendments or reports filed to update such information.

         To  obtain  a copy of  these  filings  at no  cost,  you may  write  or
telephone us at the following address:
                               Corporate Secretary
                                   Scios Inc.
                               749 N. Mary Avenue
                               Sunnyvale, CA 94085
                                 (408) 616-8309


                                   THE COMPANY

         Scios Inc. is a  biopharmaceutical  company developing novel treatments
for  heart  failure  and  inflammatory  diseases.  The  company's  disease-based
technology platform  integrates  expertise in protein biology with combinatorial
and medicinal  chemistry to identify novel targets and  rationally  design large
and small-molecule  compounds to treat cardiovascular and inflammatory diseases.
Our principal  executive offices are located at 820 W. Maude Avenue,  Sunnyvale,
CA 94085,  and our telephone  number is (408)  616-8200.

We are  developing the following products:

Natrecor(R) (nesiritide)
         Our lead product  candidate is  Natrecor(R)  (nesiritide).  We filed an
amended  New  Drug  Application  (NDA)  with  the  United  States  Food and Drug
Administration  (FDA) in January 2001 seeking approval to market Natrecor(R) for
the  treatment of acute  decompensated  heart  failure.  The FDA has a six month
period in which to respond to our filing.  The amended NDA responds to questions
raised by the FDA in a non-approval letter issued in April 1999 for Natrecor(R).
To provide  further  information  requested  by the FDA, we  conducted  the VMAC
(Vasodilation  in the  Management of Acute  Congestive  heart failure) study for
Natrecor(R) in 498 acutely  decompensated  congestive  heart failure patients in
the United States.  The VMAC trial  compared the effects of Natrecor(R)  against
both  placebo and  intravenously  administered  (IV)  nitroglycerin,  a standard
therapy in the treatment of acute decompenstated heart failure.

         The VMAC trial was successful in that we achieved our primary endpoints
for the trial. Specifically,  in the VMAC trial, Natrecor(R) had a statistically
significant effect on the primary endpoint,  reducing pulmonary  capillary wedge
pressure (PCWP) in as little as 15 minutes,  an effect that was sustained for at
least 48  hours  without  any  loss of  effectiveness  (i.e.,  tachyphylaxis  or
tolerance).  At three hours,  patients  treated with Natrecor(R) had significant
improvement  in PCWP,  compared with those  patients  given  placebo,  and those
patients  given  IV  nitroglycerin.   At  three  hours,  patients  treated  with
Natrecor(R) had significant improvement in their breathing,  compared with those
patients  given  placebo.  Using  primarily a fixed dose  infusion,  Natrecor(R)
produced a more rapid improvement in hemodynamics  than IV nitroglycerin,  which
physicians  need to titrate to achieve an effective  dose.  Significantly  fewer
adverse  events were  reported  in  patients  treated  with  Natrecor  versus IV
nitroglycerin.   The  most  common  adverse  event   associated   with  Natrecor
administration  was headache,  which occurred  significantly  less often than in
patients treated with  nitroglycerin  (20% in the nitroglycerin  patients vs. 9%
with Natrecor). In the VMAC study,  symptomatic hypotension occurred in patients
treated  with  Natrecor  at about the same rate as in patients  treated  with IV
nitroglycerin (4% and 5%, respectively) within 24 hours.

         In January 2001 we announced  that,  assuming  FDA  approval,  we would
launch  Natrecor(R)  in the United  States  using a sales force  coordinated  by
Innovex LLP, a commercial solutions provider to the  biopharmacutical  industry.
At the end of 2004 we can acquire  this sales  force from  Innovex for a nominal
fee. In exchange for a royalty on Natrecor(R)  sales for five years  (2003-2007)
and a warrant to purchase  700,000  shares of Scios  common  stock at a price of
$20.00 per share that vests over 36 months, an affiliated company of Innovex has
agreed  (assuming  FDA  approval)  to



     fund $30.0 million of our costs to launch Natrecor(R) over the first 24
months and loan Scios up to $5.0 million.

Inhibitors of p38 Kinase
         We are also conducting a clinical trial of the lead compound  developed
in our research  program to discover small  molecule  compounds that inhibit p38
map  kinase.  p38 map  kinase  in  white  blood  cells  is a key  enzyme  in the
inflammation pathway. Specifically,  inhibition of p38 map kinase has been shown
to reduce the production of tissue  necrosis  factor (TNF),  a primary  negative
factor in various  disease  pathways.  We believe  inhibitors  of p38 map kinase
represent a new approach to treating various diseases where inflammation plays a
central role. In the past several years,  inhibition of TNF has been established
to be a treatment  for  rheumatoid  arthritis by the  introduction  of Enbrel(R)
(etanercept) by Immunex  Corporation  and Remicade(R)  (infliximab) by Centocor,
Inc., a subsidiary of Johnson & Johnson.  The Immunex and Centocor  products are
administered by injection and infusion.

         We  have   developed   and  applied  for  patents  on  small   molecule
(non-protein)  compounds that inhibit p38 map kinase and block TNF production at
the genomic level.  Our small  molecule  agents are intended to be given orally,
which should  provide a significant  advantage  when treating a chronic  disease
such as rheumatoid  arthritis.  We believe another key theoretical  advantage to
the Scios  approach  resides in the ability of our oral product to be prescribed
in a manner that allows careful dosage adjustment. Such adjustment could lead to
the same level of clinical  efficacy seen in the other agents  mentioned  above,
but without  shutting  down TNF  entirely  as TNF also plays a positive  role in
fighting infections.

         We began our p38 map kinase research  program in 1997. Our lead p38 map
kinase  inhibitor  is  currently  in Phase I human  clinical  trials to evaluate
bioavailability and  pharmacodynamics  in normal human volunteers.  We currently
expect  to begin  our  first  Phase II trial  in the  second  half of 2001.  The
clinical indication we will initially target is rheumatoid arthritis because the
TNF  reducing  agents on the  market  have  already  demonstrated  effectiveness
against this  disease and the pathway to approval by the FDA has been  clarified
by these other products.  It appears that p38 map kinase  inhibitors may also be
useful  in  treating  other  conditions  that  involve  inflammation,   such  as
congestive heart failure and inflammatory bowel disease.

Partnered Projects
         We also have  commercial  partners  that are  working to develop  other
products we identified in our earlier research programs, including:

     o human basic fibroblast growth factor (FGF) - our licensee, Chiron
       Corporation, is conducting separate Phase II human clinical trials
       evaluating FGF as treatment for coronary artery disease and peripheral
       vascular disease.Our licensee, Kaken Pharmaceutical, Co., Ltd., has
       pending in Japan an approval to market an FGF-based product for the
       treatment of recalcitrant dermal ulcers.
     o glucagon-like peptide -1 - Novo Nordisk A/S has completed Phase I human
       clinical trials of a GLP -1 analog that they are developing under a
       license from us as a treatment for type 2 diabetes.



                                  RISK FACTORS

            Investing  in our  securities  involves  risk.  Please  see the risk
factors set forth in the supplement which accompanies this prospectus as well as
our  periodic  reports on Form 10-K and Form 10-Q which have been filed with the
SEC,  incorporated  by reference into this  prospectus and available on EDGAR at
http://www.sec.gov.  Before making an investment decision,  you should carefully
consider these risks as well as the other information  contained or incorporated
by reference into this prospectus.

               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

         This  prospectus,  any  prospectus  supplement  and  the  documents  we
incorporate  by  reference  contain  forward-looking  statements.  We  generally
identify  forward-looking  statements  using  words  like  "believe,"  "intend,"
"expect," "may," "should,"  "plan,"  "project,"  "contemplate,"  "anticipate" or
similar  statements.  We  base  these  statements  on our  beliefs  as  well  as
assumptions we made using information  currently  available to us. Because these
statements reflect our current views concerning future events,  these statements
involve risks,  uncertainties  and assumptions.  These risks,  uncertainties and
assumptions are described in the risk factors we set forth in this prospectus as
well as in the  reports  that we file  with  the SEC that  are  incorporated  by
reference  in  this  prospectus  or  that  may  be  contained  in  a  prospectus
supplement.  Actual results may differ  significantly from the results discussed
in  these  forward-looking  statements.  We  do  not  undertake  to  update  our
forward-looking   statements  or  risk  factors  to  reflect  future  events  or
circumstances.

                                 USE OF PROCEEDS

         Unless we specify  otherwise in a prospectus  supplement,  we intend to
use the net proceeds from the sales of common stock to provide  additional funds
for our operations and for other general corporate  purposes,  which may include
but are not limited to working capital,  capital  expenditures and the repayment
or refinancing of our debt.

                                    DILUTION

         If you invest in our common stock,  your  interest  would be diluted to
the extent of the difference  between the public offering price per share of our
common stock and the  adjusted  net tangible  book value per share of our common
stock after this  offering.  We  calculate  tangible net book value per share by
dividing the net tangible book value, which equals total assets, less intangible
assets and total liabilities,  by the number of outstanding shares of our common
stock.

         Assuming an offering  price of $20.00 per share,  our tangible net book
value at September 30, 2000 would have been $3.16 per share.  This represents an
immediate  increase in the  tangible net book value per share of $2.63 per share
to  existing  stockholders  and an  immediate  dilution  of $16.84  share to new
investors.







  The following table illustrates this per share dilution:

   Assumed offering price per share.......................................$20.00
   Tangible net book value per share as of September 30, 2000....$0.53
   Increase per share attributable to new stockholders...........$2.63
   Adjusted net tangible net book value per share after offering..........$ 3.16
   Dilution per share to new stockholders.................................$16.84

                          DESCRIPTION OF CAPITAL STOCK

         Our authorized  capital stock consists of 150,000,000  shares of common
stock, par value $0.001 per share and 20,000,000  shares of preferred stock, par
value $0.001 per share. As of December 31, 2000, there were 39,124,257 shares of
common stock outstanding and 4,991 shares of preferred stock outstanding.

Voting Rights

         Each share of common  stock is entitled to one vote.  The common  stock
votes  together  as a single  class on all matters  presented  for a vote of the
stockholders, except as provided under the Delaware General Corporation Law.

Dividends and Liquidation Rights

         Each share of common stock is entitled to receive dividends, if, as and
when declared by the board of directors out of funds legally  available for that
purpose.  Subject to approval of certain holders of preferred stock in the event
of our dissolution,  after  satisfaction of amounts payable to our creditors and
distribution of any preferential amounts to the holders of outstanding preferred
stock,  if any,  holders of common  stock are  entitled to share  ratably in the
assets available for distribution to the stockholders.

Other Provisions

         There  are  no  preemptive  rights  to  subscribe  for  any  additional
securities that we may issue, and there are not redemption  provision or sinking
fund provisions applicable to the common stock. All outstanding shares of common
stock are legally issued, fully paid and nonassessable.

                              PLAN OF DISTRIBUTION

         We may sell the  common  stock to one or more  underwriters  for public
offering and sale by them or may sell the common stock to investors  directly or
through agents.  Any such underwriter or agent involved in the offer and sale of
the common stock will be named in the applicable prospectus supplement.

         We may  offer and sell the  common  stock at a fixed  price or  prices,
which may be changed,  at prices related to the prevailing  market prices at the
time of sale or at negotiated  prices for cash or assets in transactions that do
not constitute a business combination within the meaning of Rule 145 promulgated
under the Securities Act. The terms and conditions of any specific offer will be
set forth in the applicable prospectus  supplement.  In connection with the sale
of the  common  stock,  underwriters  or agents  may be deemed to have  received
compensation  from us in the form of  underwriting  discounts or commissions and
may also receive  commissions  from purchasers of the common stock for whom they
may act as agent.  Underwriters may sell common stock to or through dealers, and
such dealers may receive  compensation in the form of



discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers from whom they may act as agent.

         We also  may,  from  time to time,  authorize  dealers,  acting  as our
agents,  to offer and sell  securities  upon the terms and conditions as are set
forth in the applicable  prospectus  supplement.  In connection with the sale of
securities,  underwriters  may  receive  compensation  from  us in the  form  of
purchasers of the  securities for whom they may act as agent.  Underwriters  may
sell  securities  to  or  through   dealers,   and  these  dealers  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
underwriters  and/or  commissions  from the  purchasers for whom they may act as
agent.

         Any underwriting  compensation  paid by us to underwriters or agents in
connection with the offering of the common stock, and any discounts, concessions
or commissions  allowed by underwriters to  participating  dealers,  will be set
forth in the applicable prospectus supplement.  Underwriters, dealers and agents
participating  in the  distribution  of the  common  stock  may be  deemed to be
underwriters,  and any discounts and commissions received by them and any profit
realized by them on resale of the common stock may be deemed to be  underwriting
discounts and commissions,  under the Securities Act. Underwriters,  dealers and
agents  may  be   entitled,   under   agreements   entered   into  with  us,  to
indemnification  against and contribution  toward  specified civil  liabilities,
including liabilities under the Securities Act of 1933.

         To the extent  relevant,  a  prospectus  supplement  may also contain a
description of transactions that  underwriters,  dealers or agents may engage in
during an offering for the purpose of stabilizing  or  maintaining  the price of
the common stock.

         Some of the  underwriters,  dealers and agents and their affiliates may
engage in transactions  with and perform services for us and our subsidiaries in
the ordinary course of our business.

                          NEW ACCOUNTING PRONOUNCEMENTS

         As described in our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000, the SEC issued Staff  Accounting  Bulletin No. 101 (SAB 101)
"Revenue Recognition in Financial  Statements".  We will adopt SAB 101 effective
January 1, 2000 upon  issuance of our  financial  statements  for the year ended
December 31, 2000.

         SAB 101 requires that our license and other up front fees received from
research  collaborators  be  recognized as earned over the term of the agreement
unless the fee is in exchange for products  delivered or services performed that
represent the culmination of a separate earnings process.

         We have  completed  our  evaluation  of the effects of SAB 101 and have
concluded  that the  cumulative  effect of  adoption  as of  January  1, 2000 is
immaterial to our results of operations and financial position. However, certain
revenue  recognized  in  periods  prior to  January  1,  2000  would  have  been
recognized in different periods in accordance with the provisions of SAB 101. In
the year ended  December  31,  1998 we  recorded a  $20,000,000  license  fee in
connection with our Natrecor(R) commercialization agreement with Bayer AG. Under
SAB 101, $19,148,000 of the amount of this license fee has been reallocated from
1998 to the year  ended  December  31,  1999,  the year in  which  the  Bayer AG
commercialization  agreement was terminated.  As a result



of this reallocation,the loss for the year ended December 31, 1998 increased by
$19,148,000 and the loss for the year ended December 31, 1999 decreased by
$19,148,000.

         Concurrently with the  implementation of SAB 101, we will implement the
consensus  reached in EITF 99-19 "Reporting  Revenue Gross as a Principal Versus
Net As an  Agent".  The effect of this  consensus  will  result in  netting  the
revenues  received from our psychiatric  pharmaceutical  marketing  business and
co-promotion  commissions  with related  direct  costs,  as such it will have no
effect on our previously reported operating results.

         The pro forma  effects  of  implementing  SAB 101 and EITF 99-19 on the
results we have previously reported for the nine months ended September 30, 2000
and 1999 and for the years ended December 31, 1999,  1998 and 1997 are presented
below:

Nine months ended September 30, 2000



--------------------------- --------------------- ------------------------- ---------------------- ---------------------
                            Revenues ($000's)     Net Loss ($000's)         Basic Loss per Share   Diluted Loss per
                                                                                                   Share
                                                                                            

--------------------------- --------------------- ------------------------- ---------------------- ---------------------
As Reported                 30,804                (30,312)                  $(0.80)                $(0.80)
--------------------------- --------------------- ------------------------- ---------------------- ---------------------
Pro-forma                    9,107                (30,312)                  $(0.80)                $(0.80)
--------------------------- --------------------- ------------------------- ---------------------- ---------------------


Nine months ended September 30, 1999



---------------------------- -------------------- ------------------------- ---------------------- ----------------------
                             Revenues ($000's)    Net Income (Loss)         Basic Earnings /       Diluted Earnings /
                                                  ($000's)                  (Loss) per Share       (Loss) per share
                                                                                             
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
As Reported                  41,695               (18,369)                  $(0.49)                $(0.49)
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
Pro-forma                    35,079                   779                    $0.02                  $0.02
---------------------------- -------------------- ------------------------- ---------------------- ----------------------


Year ended December 31, 1999



---------------------------- -------------------- ------------------------- ---------------------- ----------------------
                             Revenues ($000's)    Net Loss ($000's)         Basic Loss per Share   Diluted Loss per
                                                                                                   Share
                                                                                            
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
As Reported                  60,787               (20,064)                  $(0.53)                $(0.53)
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
Pro-forma                    47,503                  (916)                  $(0.02)                $(0.02)
---------------------------- -------------------- ------------------------- ---------------------- ----------------------


Year ended December 31, 1998



---------------------------- -------------------- ------------------------- ---------------------- ----------------------
                             Revenues ($000's)    Net Loss ($000's)         Basic Loss per Share   Diluted Loss per
                                                                                                   Share
                                                                                            
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
As Reported                  73,715                (2,363)                  $(0.06)                $(0.06)
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
Pro-forma                    25,520               (21,511)                  $(0.57)                $(0.57)
---------------------------- -------------------- ------------------------- ---------------------- ----------------------








Year ended December 31, 1997




---------------------------- -------------------- ------------------------- ---------------------- ----------------------
                             Revenues ($000's)    Net Loss ($000's)         Basic Loss per Share   Diluted Loss per
                                                                                                   Share
                                                                                            
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
As Reported                  47,429               (38,667)                  $(1.07)                $(1.07)
---------------------------- -------------------- ------------------------- ---------------------- ----------------------
Pro-forma                    14,459               (38,667)                  $(1.07)                $(1.07)
---------------------------- -------------------- ------------------------- ---------------------- ----------------------





                                  LEGAL MATTERS

         Latham &  Watkins,  San  Francisco,  California,  will  provide us with
opinions as to certain legal matters in connection  with the common stock we are
offering.


                                     EXPERTS

         The consolidated  financial statements  incorporated in this prospectus
by reference to the Annual  Report on Form 10-K for the year ended  December 31,
1999,   have   been   so   incorporated   in   reliance   on   the   report   of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.






ABOUT THIS PROSPECTUS..........................................................2
WHERE YOU CAN FIND MORE INFORMATION............................................2
THE COMPANY....................................................................3
RISK FACTORS...................................................................5
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION.............................5
USE OF PROCEEDS................................................................5
DILUTION.......................................................................5
DESCRIPTION OF CAPITAL STOCK...................................................6
PLAN OF DISTRIBUTION...........................................................6
NEW ACCOUNTING PRONOUNCEMENTS..................................................7
LEGAL MATTERS..................................................................9
EXPERTS........................................................................9



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the fees and expenses in connection with
the issuance and distribution of the securities being registered. Except for the
SEC registration fee, all amounts are estimates.
       Securities and Exchange Commission registration fee           $   30,000
                                                                     -----------
       Legal fees and expenses                                       $        *
                                                                     -----------
       Accounting fees and expenses                                  $        *
                                                                     -----------
       Miscellaneous expenses                                        $        *
                                                                     -----------

           Total                                                 $            *
                                                                  ==============


                  * To be filed by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under  Section  145 of the  General  Corporation  Law of the  State  of
Delaware (the  "DGCL"),  a corporation  may indemnify its  directors,  officers,
employees and agents and its former  directors,  officers,  employees and agents
and those who serve,  at the  corporation's  request,  in such  capacities  with
another  enterprise,  against expenses  (including  attorney's fees), as well as
judgments,  fines  and  settlements  in  nonderivative  lawsuits,  actually  and
reasonably  incurred  in  connection  with the  defense of any  action,  suit or
proceeding  in  which  they  or any of  them  were or are  made  parties  or are
threatened  to be made  parties by reason of their  serving or having  served in
such capacity.  The DGCL provides,  however, that such person must have acted in
good  faith  and in a  manner  he or she  reasonably  believed  to be in (or not
opposed to) the best interests of the corporation and, in the case of a criminal
action,  such  person  must have had no  reasonable  cause to believe his or her
conduct was unlawful. In addition,  the DGCL does not permit  indemnification in
an action or suit by or in the right of the  corporation,  where such person has
been adjudged liable to the corporation,  unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to indemnity
for costs the court deems proper in light of liability  adjudication.  Indemnity
is  mandatory  to the  extent a claim,  issue or  matter  has been  successfully
defended.

         Article  IV  of   Scios's   Amended   and   Restated   Certificate   of
Incorporation,  as amended, provides that Scios will indemnify its directors and
officers  to the full  extent  permitted  by law and that no  director  shall be
liable for monetary damages to the Registrant or its stockholders for any breach
of fiduciary  duty,  except to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Registrant or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law,  (iii) pursuant to Section 174 of the
DGCL, or (iv) for any transaction  from which such director  derived an improper
personal  benefit.  In  addition,  under  indemnification  agreements  with  its
directors, the Registrant is obligated, to the fullest extent permissible by the
DGCL, as it



currently exists or may be amended, to indemnify and hold harmless its
directors, from and against all expense, liability and loss reasonably incurred
or suffered by such directors.

ITEM 16. EXHIBITS

 (a)  Exhibits:
      EXHIBIT
      NUMBER        EXHIBIT DESCRIPTION
      1.01*         Form of Underwriting Agreement
      5.01          Opinion of Latham & Watkins
      23.01         Consent of PricewaterhouseCoopers LLP
      23.02         Consent of Latham & Watkins (included in their opinion filed
                    as Exhibit 5.01).
      24.01         Powers of Attorney (included in the Signature Page to this
                    Registration Statement).


                  *   To be  filed by  amendment  or as an  exhibit  to a report
                      pursuant to Section 13(a),  13(c) or 15(d) of the Exchange
                      Act.

ITEM 17. 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 of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. 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 20 percent change in the
maximum aggregate offering price, set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

             (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  (i) and (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 the  registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by reference into 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
Securities  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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) The undersigned registrant hereby undertakes that:

             (1) For  purposes  of  determining  any  liability  under  the
Securities  Act of 1933,  the  information  omitted from the form of  prospectus
filed as part of this  registration  statement  in reliance  under Rule 430A and
contained  in a form of  prospectus  filed by the  Registrant  pursuant  to Rule
424(b)(1) or (4) or 497(h) under the  Securities  Act of 1933 shall be deemed to
be part of this registration statement as of the time it was declared effective.

             (2) For the purpose of  determining  any  liability  under the
Securities Act of 1933,  each  post-effective  amendment that contains a form of
prospectus  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.

         (d) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (e)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the 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  of whether  such indemnification by it is against
public policy as expressed in theSecurities Act and will be governed by the
final adjudication of such issue.



                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-3 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Sunnyvale,  State of California, on the 18th day
of January, 2001.

                                         SCIOS INC.




                                         By     /s/   Richard B. Brewer
                                         -----------------------------------
                                         Richard B. Brewer
                                         President and Chief Executive Officer
                                             (Principal Executive Officer)



                                POWER OF ATTORNEY

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







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





 Signature                                        Title                         Date
                                                                           


                                            President and Chief
/s/   Richard B.Brewer                       Executive Officer               January 18, 2001
-----------------------------------    (Principal Executive Officer)
Richard B. Brewer
                                     Senior Vice President, Finance and
/s/   David W. Gryska                     Chief Financial Officer            January 18, 2001
-----------------------------------    (Principal Accounting Officer)
David W. Gryska

/s/   Donald B.Rice                  Chairman of the Board of Directors      January 18, 2001
-----------------------------------
Donald B. Rice

/s/   Samuel H. Armacost                     Director                        January 18, 2001
-----------------------------------
Samuel H. Armacost

/s/   Randal J. Kirk                         Director                        January 18, 2001
-----------------------------------
Randal J. Kirk

/s/ Charles A. Sanders                       Director                        January 18, 2001
-----------------------------------
Charles A. Sanders

/s/ Solomon H. Snyder                        Director                        January 18, 2001
-----------------------------------
Solomon H. Snyder

/s/ Burton E. Sobel                          Director                        January 18, 2001
-----------------------------------
Burton E. Sobel


/s/ Eugene L. Step                           Director                        January 18, 2001
-----------------------------------
Eugene L. Step