content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on June 28, 1996
                                                        Registration No. 333-
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _________________________
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
  
                         RIBOZYME PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)
                            _________________________
  
          Delaware                                          34-1697351
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
                            _________________________
  
                              2950 Wilderness Place
                             Boulder, Colorado 80301
                                 (303) 449-6500
          (Address and telephone number of principal executive offices)
                            _________________________
  
                             1996 STOCK OPTION PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)
  
                             Ralph E. Christoffersen
                      President and Chief Executive Officer
                         Ribozyme Pharmaceuticals, Inc.
                              2950 Wilderness Place
                             Boulder, Colorado 80301
                                 (303) 449-6500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
  
                            _________________________
  
                                   Copies to:
                           James C. T. Linfield, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                              2595 Canyon Boulevard
                                    Suite 250
                             Boulder, Colorado 80302
                                 (303) 546-4000
                             _________________________
  <PAGE>   2
  
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
  
  ====================================================================================================================================
                                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE    AMOUNT TO BE     OFFERING PRICE PER      AGGREGATE OFFERING       AMOUNT OF
          REGISTERED             REGISTERED           SHARE (1)               PRICE(1)           REGISTRATION
                                                                                                     FEE
  - ------------------------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                  <C>                       <C>                  <C>
  Stock Options and Common
  Stock (par value $.01)          1,617,154            $13.25                    $18,164,926          $6,264
  ====================================================================================================================================
  
  ====================================================================================================================================
  </TABLE>
  
  
  
  (1)      Estimated solely for the purpose of calculating the amount of the
  registration fee. The offering price per share and aggregate offering price are
  based upon (a) the weighted average exercise price, pursuant to Rule 457(h)
  under the Securities Act of 1933, as amended (the "Act"), for shares subject to
  options and stock previously granted under the Registrant's 1996 Stock Option
  Plan and (b) the Nasdaq National Market closing price, pursuant to Rule 457(h)
  of the Act, of the Registrant's Common Stock on June 25, 1996, for shares
  subject to options granted under the 1996 Stock Option Plan and the Employee
  Stock Purchase Plan. The following chart illustrates the calculation of the
  registration fee.
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                    TYPE OF SHARES                      NUMBER OF SHARES   OFFERING PRICE PER SHARE     AGGREGATE OFFERING PRICE
  - ------------------------------------------------------------------------------------------------------------------------------------
                    <S>                                     <C>            <C>      <C>                 <C>
                    Shares issuable pursuant to             322,687        $         3.14(a)            $ 1,013,238.00
                    options outstanding under the                                                
                    1996 Stock Option Plan                                                       
                                                                                                 
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Shares issuable upon exercise           974,467                 13.25(b)            $13,176,688.00
                    of options available for grant                                               
                    under the 1996 Stock Option                                                  
                    Plan                                                                         
                                                                                                 
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Shares issuable upon exercise           300,000                 13.25(b)            $ 3,975,000
                    of options available for grant
                    under the Employee Stock
                    Purchase Plan
  
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Proposed Maximum Aggregate                                                          $18,164,926
                    Offering Price
  - ------------------------------------------------------------------------------------------------------------------------------------
  
                                                                                                        x.00345
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Registration Fee                                                                    $ 6,264.00
  
  ====================================================================================================================================
  </TABLE>
  
  (a)      Weighted average exercise price.
  (b)      Based on the Nasdaq National Market closing price of the Registrant's
           Common Stock on June 25, 1996.
  
  ================================================================================
  
           Approximate date of commencement of proposed sale to the public:  As
  soon as practicable after this Registration Statement becomes effective.
  
  
  
  
  
                                       2.
  <PAGE>   3
  
  
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents filed by Ribozyme Pharmaceuticals, Inc. (the
  "Company") with the Securities and Exchange Commission are incorporated by 
  reference into this Registration Statement: 
  
           (a) The Company's prospectus filed pursuant to Rule 424(b) under the
  Securities Act of 1933, as amended (the "Act"), that  contains audited
  financial statements for the Company's latest fiscal year for which such
  statements have been filed.
  
           (b) The description of the Company's Common Stock which is contained in
  a registration statement filed under the Exchange Act, including any amendment
  or report filed for the purpose of updating such description.
  
           (c) All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act") prior to the filing of a post
  effective amendment which indicates that all securities offered have been sold
  or which deregisters all securities then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part of this registration
  statement from the date of the filing of such reports and documents.
  
                             DESCRIPTION OF SECURITIES
  
           Not applicable.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
                     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Under Section 145 of the Delaware General Corporation Law the Company
  has broad powers to indemnify its directors and officers against liabilities
  that may incur in such capacities, including liabilities under the Securities
  Act.  The Company's By-laws require the Company to indemnify its directors and
  officers, and permit the Company to indemnify its employees and other agents,
  to the extent permitted by Delaware law.  Under the Company's By-laws,
  indemnified parties are entitled to indemnification for negligence, gross
  negligence and otherwise to the fullest extent permitted by law.  The By-laws
  also require the Company to advance litigation expenses in the case of
  stockholder derivative actions or other actions, against an undertaking by the
  indemnified party to repay such advances if it is ultimately determined that
  the indemnified party is not entitled to indemnification.
  
           The Company has entered into indemnity agreements with each of its
  directors and executive officers.  Such indemnity agreements contain provisions
  which are in some respects broader than the specific indemnification provisions
  contained in Delaware law.
  
                        EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  
  
  
                                       1.
  <PAGE>   4
  
  
  
                                      EXHIBITS
  
  EXHIBIT
  NUMBER            DESCRIPTION
  
      4.1*          Certificate of Incorporation.
      4.2*          Bylaws.
      4.3*          Specimen stock certificate.
      5.1           Opinion of Cooley Godward Castro Huddleson & Tatum.
     23.1           Consent of Ernst & Young LLP, Independent Auditors.
     23.2           Consent of Cooley Godward Castro Huddleson & Tatum.  
                    Reference is made to Exhibit 5.1.
     99.1*          Registrant's 1996 Stock Option Plan.
     99.2*          Registrant's Employee Stock Purchase Plan.
  
  _________________________
  
  *        Filed as an exhibit to the Form SB-2 Registration Statement (No.
           333-1908-D), as amended through the date hereof, and incorporated
           herein by reference.
  
  
                                    UNDERTAKINGS
  
           1.  The undersigned registrant hereby undertakes:
  
                   (a)  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) (Section  230.424(b) of this chapter) if, in
  the aggregate, the changes in volume and price represent no more than a 20%
  change in the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement.
  
                            (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;
  
                   (b)  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 herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                   (c)  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.
  
           2.  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
  
  
                                       2.
  <PAGE>   5
  
  
  
  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.
  
           3.Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  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.
  
  
  
  
                                       3.
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
           THE REGISTRANT.  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-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Boulder, State of
  Colorado, on June 28, 1996.
  
  
                                     RIBOZYME PHARMACEUTICALS, INC.
                                
                                
                                
                                     By:     /s/ Ralph E. Christoffersen  
                                       -------------------------------------------
                                             Ralph E. Christoffersen
                                             President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Ralph E. Christoffersen and Lawrence E.
  Bullock, and each or any one 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 attorneys-in-fact and agents, 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 connection therewith, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their 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 by the following persons in the
  capacities and on the dates indicated.
  
  
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                  TITLE                                                 DATE
      <S>                                    <C>                                                   <C>
      /s/ Ralph E. Christoffersen            President, Chief Executive Officer and Director       June 28, 1996
      -----------------------------          (Principal Executive Officer)                                     
          Ralph E. Christoffersen                                         
  
      /s/ Lawrence E. Bullock                Vice President Administration and Finance and         June 28, 1996
      -----------------------------          Chief Financial Officer                                          
          Lawrence E. Bullock                (Principal Financial and Accounting Officer)
                                                                                         
      /s/ David T. Morgenthaler              Chairman of the Board                                 June 28, 1996
      -----------------------------                                                                               
          David T. Morgenthaler
  
  
      /s/ Jeremy L. Curnock Cook             Director                                              June 28, 1996
      -----------------------------                                                                              
          Jeremy L. Curnock Cook
  
      /s/ Anthony B. Evnin                   Director                                              June 28, 1996
      -----------------------------                                                                                   
          Anthony B. Evnin
  </TABLE>
  
  
                                        4.
  <PAGE>   7
  
  
  
  
  <TABLE>
           <S>                               <C>                                                       <C>
           /s/ Charles M. Hartman            Director                                              June 28, 1996
           ----------------------------                                                                               
               Charles M. Hartman
  
           /s/ Thomas A. Mann                Director                                              June 28, 1996
           ----------------------------                                                                                     
               Thomas A. Mann
  
           /s/ Robert A. Paul                Director                                              June 28, 1996
           ----------------------------                                                                                     
               Robert A. Paul
  
           /s/ Benno C. Schmidt              Director                                              June 28, 1996
           ----------------------------                                                                                    
               Benno C. Schmidt
  
           /s/ H. Axel Schupf                Director                                              June 28, 1996
           ----------------------------                                                                                     
               H. Axel Schupf
  
           /s/ Anders Wiklund                Director                                              June 28, 1996
           ----------------------------                                                                                      
               Anders Wiklund
  
           /s/ Lewis T. Williams             Director                                              June 28, 1996
           ----------------------------                                                                                   
               Lewis T. Williams
  </TABLE>
  
  
  
  
  
                                        5.
  <PAGE>   8
  
  
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
                 EXHIBIT
                  NUMBER            DESCRIPTION
                  <S>                <C>                                                  
                   4.1*              Certificate of Incorporation.
                   4.2*              Bylaws.
                   4.3*              Specimen stock certificate.
                   5.1               Opinion of Cooley Godward Castro Huddleson & Tatum.
                  23.1               Consent of Ernst & Young LLP, Independent Auditors.
                  23.2               Consent of Cooley Godward Castro Huddleson & Tatum.  Reference is made to Exhibit 5.1.
                  99.1*              Registrant's 1996 Stock Option Plan.
                  99.2*              Registrant's Employee Stock Purchase Plan.
  </TABLE>
  
  _________________________
  
  *        Filed as an exhibit to the Form SB-2 Registration Statement (No.
           333-1908-D), as amended through the date hereof, and incorporated by
           reference.
  
  
  
  
  
                                        6.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22433}]
metadata_filer: {"company-data": {"conformed-name": "RIBOZYME PHARMACEUTICALS INC", "cik": "0000892112", "assigned-sic": "2834", "irs-number": "341697351"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07135", "film-number": "96588327"}, "business-address": {"street1": "2950 WILDERNESS PLACE", "city": "BOULDER", "state": "CO", "zip": "80301"}}
text: 1
  
       As filed with the Securities and Exchange Commission on June 28, 1996
                                                        Registration No. 333-
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _________________________
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
  
                         RIBOZYME PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)
                            _________________________
  
          Delaware                                          34-1697351
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
                            _________________________
  
                              2950 Wilderness Place
                             Boulder, Colorado 80301
                                 (303) 449-6500
          (Address and telephone number of principal executive offices)
                            _________________________
  
                             1996 STOCK OPTION PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)
  
                             Ralph E. Christoffersen
                      President and Chief Executive Officer
                         Ribozyme Pharmaceuticals, Inc.
                              2950 Wilderness Place
                             Boulder, Colorado 80301
                                 (303) 449-6500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
  
                            _________________________
  
                                   Copies to:
                           James C. T. Linfield, Esq.
                     Cooley Godward Castro Huddleson & Tatum
                              2595 Canyon Boulevard
                                    Suite 250
                             Boulder, Colorado 80302
                                 (303) 546-4000
                             _________________________
  2
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
  
  ====================================================================================================================================
                                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE    AMOUNT TO BE     OFFERING PRICE PER      AGGREGATE OFFERING       AMOUNT OF
          REGISTERED             REGISTERED           SHARE (1)               PRICE(1)           REGISTRATION
                                                                                                     FEE
  - ------------------------------------------------------------------------------------------------------------------------------------
  Stock Options and Common
  Stock (par value $.01)          1,617,154            $13.25                    $18,164,926          $6,264
  ====================================================================================================================================
  
  ====================================================================================================================================
  (1)      Estimated solely for the purpose of calculating the amount of the
  registration fee. The offering price per share and aggregate offering price are
  based upon (a) the weighted average exercise price, pursuant to Rule 457(h)
  under the Securities Act of 1933, as amended (the "Act"), for shares subject to
  options and stock previously granted under the Registrant's 1996 Stock Option
  Plan and (b) the Nasdaq National Market closing price, pursuant to Rule 457(h)
  of the Act, of the Registrant's Common Stock on June 25, 1996, for shares
  subject to options granted under the 1996 Stock Option Plan and the Employee
  Stock Purchase Plan. The following chart illustrates the calculation of the
  registration fee.
  ====================================================================================================================================
                    TYPE OF SHARES                      NUMBER OF SHARES   OFFERING PRICE PER SHARE     AGGREGATE OFFERING PRICE
  - ------------------------------------------------------------------------------------------------------------------------------------
  Shares issuable pursuant to             322,687        $         3.14(a)            $ 1,013,238.00
                    options outstanding under the                                                
                    1996 Stock Option Plan                                                       
                                                                                                 
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Shares issuable upon exercise           974,467                 13.25(b)            $13,176,688.00
                    of options available for grant                                               
                    under the 1996 Stock Option                                                  
                    Plan                                                                         
                                                                                                 
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Shares issuable upon exercise           300,000                 13.25(b)            $ 3,975,000
                    of options available for grant
                    under the Employee Stock
                    Purchase Plan
  
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Proposed Maximum Aggregate                                                          $18,164,926
                    Offering Price
  - ------------------------------------------------------------------------------------------------------------------------------------
  
                                                                                                        x.00345
  - ------------------------------------------------------------------------------------------------------------------------------------
                    Registration Fee                                                                    $ 6,264.00
  
  ====================================================================================================================================
  (a)      Weighted average exercise price.
  (b)      Based on the Nasdaq National Market closing price of the Registrant's
           Common Stock on June 25, 1996.
  
  ================================================================================
  
           Approximate date of commencement of proposed sale to the public:  As
  soon as practicable after this Registration Statement becomes effective.
  
                                       2.
  3
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents filed by Ribozyme Pharmaceuticals, Inc. (the
  "Company") with the Securities and Exchange Commission are incorporated by 
  reference into this Registration Statement: 
  
           (a) The Company's prospectus filed pursuant to Rule 424(b) under the
  Securities Act of 1933, as amended (the "Act"), that  contains audited
  financial statements for the Company's latest fiscal year for which such
  statements have been filed.
  
           (b) The description of the Company's Common Stock which is contained in
  a registration statement filed under the Exchange Act, including any amendment
  or report filed for the purpose of updating such description.
  
           (c) All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act") prior to the filing of a post
  effective amendment which indicates that all securities offered have been sold
  or which deregisters all securities then remaining unsold, shall be deemed to
  be incorporated by reference herein and to be a part of this registration
  statement from the date of the filing of such reports and documents.
  
                             DESCRIPTION OF SECURITIES
  
           Not applicable.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
                     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Under Section 145 of the Delaware General Corporation Law the Company
  has broad powers to indemnify its directors and officers against liabilities
  that may incur in such capacities, including liabilities under the Securities
  Act.  The Company's By-laws require the Company to indemnify its directors and
  officers, and permit the Company to indemnify its employees and other agents,
  to the extent permitted by Delaware law.  Under the Company's By-laws,
  indemnified parties are entitled to indemnification for negligence, gross
  negligence and otherwise to the fullest extent permitted by law.  The By-laws
  also require the Company to advance litigation expenses in the case of
  stockholder derivative actions or other actions, against an undertaking by the
  indemnified party to repay such advances if it is ultimately determined that
  the indemnified party is not entitled to indemnification.
  
           The Company has entered into indemnity agreements with each of its
  directors and executive officers.  Such indemnity agreements contain provisions
  which are in some respects broader than the specific indemnification provisions
  contained in Delaware law.
  
                        EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
                                       1.
  4
  
                                      EXHIBITS
  
  EXHIBIT
  NUMBER            DESCRIPTION
  
      4.1*          Certificate of Incorporation.
      4.2*          Bylaws.
      4.3*          Specimen stock certificate.
      5.1           Opinion of Cooley Godward Castro Huddleson & Tatum.
     23.1           Consent of Ernst & Young LLP, Independent Auditors.
     23.2           Consent of Cooley Godward Castro Huddleson & Tatum.  
                    Reference is made to Exhibit 5.1.
     99.1*          Registrant's 1996 Stock Option Plan.
     99.2*          Registrant's Employee Stock Purchase Plan.
  
  _________________________
  
  *        Filed as an exhibit to the Form SB-2 Registration Statement (No.
           333-1908-D), as amended through the date hereof, and incorporated
           herein by reference.
  
                                    UNDERTAKINGS
  
           1.  The undersigned registrant hereby undertakes:
  
                   (a)  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) (Section  230.424(b) of this chapter) if, in
  the aggregate, the changes in volume and price represent no more than a 20%
  change in the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement.
  
                            (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;
  
                   (b)  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 herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                   (c)  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.
  
           2.  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
  
                                       2.
  5
  
  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.
  
           3.Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  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.
  
                                       3.
  6
  
                                     SIGNATURES
  
           THE REGISTRANT.  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-8 and has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Boulder, State of
  Colorado, on June 28, 1996.
  
                                     RIBOZYME PHARMACEUTICALS, INC.
                                
                                
                                
                                     By:     /s/ Ralph E. Christoffersen  
                                       -------------------------------------------
                                             Ralph E. Christoffersen
                                             President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Ralph E. Christoffersen and Lawrence E.
  Bullock, and each or any one 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 attorneys-in-fact and agents, 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 connection therewith, as fully to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or any of them, or their 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 by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                  TITLE                                                 DATE
  /s/ Ralph E. Christoffersen            President, Chief Executive Officer and Director       June 28, 1996
      -----------------------------          (Principal Executive Officer)                                     
          Ralph E. Christoffersen                                         
  
      /s/ Lawrence E. Bullock                Vice President Administration and Finance and         June 28, 1996
      -----------------------------          Chief Financial Officer                                          
          Lawrence E. Bullock                (Principal Financial and Accounting Officer)
                                                                                         
      /s/ David T. Morgenthaler              Chairman of the Board                                 June 28, 1996
      -----------------------------                                                                               
          David T. Morgenthaler
  
      /s/ Jeremy L. Curnock Cook             Director                                              June 28, 1996
      -----------------------------                                                                              
          Jeremy L. Curnock Cook
  
      /s/ Anthony B. Evnin                   Director                                              June 28, 1996
      -----------------------------                                                                                   
          Anthony B. Evnin
  4.
  7
  /s/ Charles M. Hartman            Director                                              June 28, 1996
           ----------------------------                                                                               
               Charles M. Hartman
  
           /s/ Thomas A. Mann                Director                                              June 28, 1996
           ----------------------------                                                                                     
               Thomas A. Mann
  
           /s/ Robert A. Paul                Director                                              June 28, 1996
           ----------------------------                                                                                     
               Robert A. Paul
  
           /s/ Benno C. Schmidt              Director                                              June 28, 1996
           ----------------------------                                                                                    
               Benno C. Schmidt
  
           /s/ H. Axel Schupf                Director                                              June 28, 1996
           ----------------------------                                                                                     
               H. Axel Schupf
  
           /s/ Anders Wiklund                Director                                              June 28, 1996
           ----------------------------                                                                                      
               Anders Wiklund
  
           /s/ Lewis T. Williams             Director                                              June 28, 1996
           ----------------------------                                                                                   
               Lewis T. Williams
  5.
  8
  
                                   EXHIBIT INDEX
  EXHIBIT
                  NUMBER            DESCRIPTION
  4.1*              Certificate of Incorporation.
                   4.2*              Bylaws.
                   4.3*              Specimen stock certificate.
                   5.1               Opinion of Cooley Godward Castro Huddleson & Tatum.
                  23.1               Consent of Ernst & Young LLP, Independent Auditors.
                  23.2               Consent of Cooley Godward Castro Huddleson & Tatum.  Reference is made to Exhibit 5.1.
                  99.1*              Registrant's 1996 Stock Option Plan.
                  99.2*              Registrant's Employee Stock Purchase Plan.
  _________________________
  
  *        Filed as an exhibit to the Form SB-2 Registration Statement (No.
           333-1908-D), as amended through the date hereof, and incorporated by
           reference.
  
                                        6.