content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on June 11, 1997
  
                                                    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 or Other                (IRS Employer
                    Jurisdiction of                Identification
              Incorporation or Organization)          Number)
                                              
                   2950 Wilderness Place, Boulder, Colorado 80301
                    ----------------------------------------
                    (Address of Principal Executive Offices)
  
       RIBOZYME PHARMACEUTICALS, INC. 401(k) SALARY REDUCTION PLAN AND TRUST
       ---------------------------------------------------------------------
                             1996 STOCK OPTION PLAN
                             -----------------------
                            (Full Title of the Plans)
  
                                                        Copies to:   
         Lawrence E. Bullock                         ----------------
    Ribozyme Pharmaceuticals, Inc.              Herbert H. Davis III, Esq.
        2950 Wilderness Place             Rothgerber, Appel, Powers & Johnson LLP 
       Boulder, Colorado 80301                 1200 17th Street, Suite 3000  
       -----------------------                   Denver, Colorado  80202
  (Name and Address of Agent for Service)            (303) 623-9000
                                                  
             (303) 449-6500              
  ---------------------------------------
  (Telephone Number of Agent for Service)
  
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================
  <TABLE>
  <CAPTION>
                                                  Proposed Maximum        Proposed Maximum         Amount of
      Title of Securities       Amount to be       Offering Price             Aggregate          Registration
       to be Registered          Registered           Per Share            Offering Price             Fee
         <S>                      <C>                <C>                  <C>                    <C>
         Common Stock             650,000            $10.0625(1)          $6,540,625.00(1)       $1,982.01(1)
  </TABLE>
  ================================================================================
  
           (1) Pursuant to Rule 457(c), (h) under the Securities Act of 1933, as
  amended, the proposed maximum offering price per share and the proposed maximum
  aggregate offering price are estimated solely for purposes of calculating the
  registration fee and are based upon the following:  options for 350,000 shares
  under the 1996 Plan and 300,000 shares issuable under the 401(k) Plan at
  $10.0625 a share, the average of the high and low prices of the Company Stock
  on the NASDAQ-National Market System on June 6, 1997.
  <PAGE>   2
  <TABLE>
  <CAPTION>
                                                      TABLE OF CONTENTS
                                                                                                                       Page
                                                                                                                       ----
  <S>                                                                                                                  <C>
  PART II
  
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 3.  Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 5.  Interests of Named Experts and Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 6.  Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 8.  Exhibits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-3
           Item 9.  Undertakings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-3
  
  SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-5
  
  EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-6
  </TABLE>
  
  
                                       -ii-
  
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents of Ribozyme Pharmaceuticals, Inc. (the
  "Company") and information are incorporated in this Registration Statement by
  reference:
  
           (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                   ended December 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-QSB for the quarter
                   ended March 31, 1997;
  
           (c)     The description of the common stock of the Company, par value
                   $0.01 (the "Company Stock"), contained in the Company's
                   Registration Statement on Form 8-A, File No. 0-27914, filed by
                   the Company under Section 12 of the Exchange Act.
  
           All documents subsequently filed by the Company and the Ribozyme
  Pharmaceuticals, Inc. 401(k) Salary Reduction Plan (the "401(k) Plan") with the
  Securities and Exchange Commission (the "Commission") pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended, prior to the filing
  of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold
  shall be deemed to be incorporated in this Registration Statement by reference
  and to be a part hereof from the date of filing such documents.  Any statement
  contained herein or in a document, all or a portion of which is incorporated or
  deemed to be incorporated by reference herein, shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained in any subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or replaces such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           The legality of the Company Stock registered pursuant to this Form S-8
  Registration Statement will be passed upon for the Company by the law firm of
  Rothgerber, Appel, Powers & Johnson LLP, One Tabor Center, Suite 3000, 1200
  17th Street, Denver, Colorado 80202, which has served as special counsel to the
  Company in the preparation of the Form S-8 Registration Statement.  No members
  of this law firm have a substantial interest in the Company or are employed on
  a contingent basis by the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article Ninth of the Company's Amended and Restated Certificate of
  Incorporation provides that the Company shall, in the fullest extent permitted
  by Section 145 of the General Corporation Law of the State of Delaware, as the
  same may be amended and supplemented, indemnify any and all persons whom it
  shall
  
  
  
  
  
                                      - II-1 -
  <PAGE>   4
  have power to indemnify under said Section from and against any and all of the
  expenses, liabilities or other matters referred to in or covered by said
  Section.  Such indemnification shall continue as to a person who has ceased to
  be a director, officer, employee or an agent and shall inure to the benefit of
  the heirs, executors and administrators of such a person.
  
           The Company maintains directors' and officers' liability insurance
  which covers certain liabilities and expenses of officers and directors of the
  Company and covers the Company for reimbursement of payments to directors and
  officers in respect of such liabilities and expenses.
  
           With respect to indemnification, Section 145 of the Delaware General
  Corporation Law provides, among other things, that a corporation shall have
  power to indemnify any person who was or is a party or is threatened to be made
  a party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an action
  by or in the right of the corporation) by reason of the fact that the person is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by the person in
  connection with such action, suit or proceeding if the person acted in good
  faith and in a manner the person reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe the person's conduct was
  unlawful.  The termination of any action, suit or proceeding by judgment,
  order, settlement, conviction, or upon a plea of nolo contendere or its
  equivalent, shall not, of itself, create a presumption that the person did not
  act in good faith and in a manner which the person reasonably believed to be in
  or not opposed to the best interests of the corporation, and, with respect to
  any criminal action or proceeding, had reasonable cause to believe that the
  person's conduct was unlawful.
  
           Section 145 of the Delaware General Corporation Law also provides that
  a corporation shall have power to indemnify any person who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action
  or suit by or in the right of the corporation to procure a judgment in its
  favor by reason of the fact that the person is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of
  the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise against
  expenses (including attorneys' fees) actually and reasonably incurred by the
  person in connection with the defense or settlement of such action or suit if
  the person acted in good faith and in a manner the person reasonably believed
  to be in or not opposed to the best interests of the corporation and except
  that no indemnification shall be made in respect of any claim, issue or matter
  as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
  
  
  
  
                                      - II-2 -
  <PAGE>   5
  ITEM 8.  EXHIBITS
  
           The Company hereby undertakes that it will submit or has submitted any
  of the plans intended to be qualified under Section 401 of the Internal Revenue
  Code and any amendment thereto to the Internal Revenue Service (the "IRS") in a
  timely manner and has made or will make all changes required by the IRS in
  order to qualify the Plan.
  
           The following exhibits are attached to this registration statement:
  
            4.1    Ribozyme Pharmaceuticals, Inc. 401(k) Salary Reduction Plan 
                   and Trust
            4.2    1996 Stock Option Plan
            5      Opinion of Rothgerber, Appel, Powers & Johnson LLP
           23.1    Consent of Ernst & Young LLP
           23.2    Consent of Rothgerber, Appel, Powers & Johnson LLP
           24      Power of Attorney
  
  ITEM 9.  UNDERTAKINGS
  
           (a)     Rule 415 Offering
  
                   The Company hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
  are being made, a post-effective amendment to this 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.
  
                   (2)      That, for the purpose of determining any liability
  under the Securities Act of 1933, 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 bonafide 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)     Filings Incorporating Subsequent Exchange Act Documents by
  Reference
  
           The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company's annual
  report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
  Act of 1934 (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
  that is incorporated by reference in the Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bonafide offering thereof.
  
  
  
  
  
                                      - II-3 -
  <PAGE>   6
           (h)     Filing of Registration Statement on Form S-8
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of
  the Company in the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in connection with the
  securities being registered, the Company will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a court
  of appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                      - II-4 -
  <PAGE>   7
                                     SIGNATURES
  
           The Company.  Pursuant to the requirements of the Securities Act of
  1933, the Company 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 and the State of Colorado, on this 10th
  day of June, 1997.
  
                                         RIBOZYME PHARMACEUTICALS, INC.
                                     
                                     
                                         By: /s/ Ralph E. Christoffersen         
                                            -------------------------------------
                                            Ralph E. Christoffersen, President 
                                            and CEO
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                         Title                                  Date
  ---------                                         -----                                  ----
  
  <S>                                               <C>                                    <C>
  
  /s/ Ralph E. Christoffersen                       Director, President                    June 10, 1997
  -----------------------------------------------   and CEO                                                    
  Ralph E. Christoffersen                           
  
  
  /s/ Lawrence E. Bullock                           Vice President of                      June 10, 1997
  -----------------------------------------------   Administration and Finance,                                                    
  Lawrence E. Bullock                               CFO and Secretary
                                                    (Principal Financial and
                                                    Accounting Officer)
  
  /s/ David T. Morgenthaler                         Director, Chairman                     June 10, 1997
  -----------------------------------------------   of the Board                                                    
  David T. Morgenthaler                             
  
  
  /s/ Jeremy L. Curnock Cook                        Director                               June 10, 1997
  -----------------------------------------------                                                       
  Jeremy L. Curnock Cook
  
  
  /s/ Anthony B. Evnin                              Director                               June 10, 1997
  -----------------------------------------------                                                       
  Anthony B. Evnin
  
  
  /s/ Charles M. Hartman                            Director                               June 10, 1997
  -----------------------------------------------                                                       
  Charles M. Hartman
  
  
  /s/ Anders P. Wiklund                             Director                               June 10, 1997
  -----------------------------------------------                                                       
  Anders P. Wiklund
  
  
  /s/ Lewis T. Williams                             Director                               June 10, 1997
  -----------------------------------------------                                                       
  Lewis T. Williams
  </TABLE>
  
  
  
  
  
                                      - II-5 -
  <PAGE>   8
  
  
                                  EXHIBIT INDEX
  
  <TABLE>      
  <CAPTION>
  Exhibit No.                        Description                                     Page No.
  -----------                        -----------                                     --------
  <S>                  <C>                                                           <C>
   4.1                 Ribozyme Pharmaceuticals, Inc. Salary Reduction           
                       Plan and Trust                                            
                                                                                 
   4.2                 1996 Stock Option Plan                                    
                                                                                 
   5                   Opinion of Rothgerber, Appel, Powers & Johnson LLP        
                                                                                 
  23.1                 Consent of Ernst & Young LLP                              
                                                                                 
  23.2                 Consent of Rothgerber, Appel, Powers & Johnson LLP        
                                                                                 
  24                   Power of Attorney                                         
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20648}]
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": "333-28991", "film-number": "97622613"}, "business-address": {"street1": "2950 WILDERNESS PLACE", "city": "BOULDER", "state": "CO", "zip": "80301"}}
text: 1
  
  As filed with the Securities and Exchange Commission on June 11, 1997
  
                                                    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 or Other                (IRS Employer
                    Jurisdiction of                Identification
              Incorporation or Organization)          Number)
                                              
                   2950 Wilderness Place, Boulder, Colorado 80301
                    ----------------------------------------
                    (Address of Principal Executive Offices)
  
       RIBOZYME PHARMACEUTICALS, INC. 401(k) SALARY REDUCTION PLAN AND TRUST
       ---------------------------------------------------------------------
                             1996 STOCK OPTION PLAN
                             -----------------------
                            (Full Title of the Plans)
  
                                                        Copies to:   
         Lawrence E. Bullock                         ----------------
    Ribozyme Pharmaceuticals, Inc.              Herbert H. Davis III, Esq.
        2950 Wilderness Place             Rothgerber, Appel, Powers & Johnson LLP 
       Boulder, Colorado 80301                 1200 17th Street, Suite 3000  
       -----------------------                   Denver, Colorado  80202
  (Name and Address of Agent for Service)            (303) 623-9000
                                                  
             (303) 449-6500              
  ---------------------------------------
  (Telephone Number of Agent for Service)
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================
  Proposed Maximum        Proposed Maximum         Amount of
      Title of Securities       Amount to be       Offering Price             Aggregate          Registration
       to be Registered          Registered           Per Share            Offering Price             Fee
  Common Stock             650,000            $10.0625(1)          $6,540,625.00(1)       $1,982.01(1)
  ================================================================================
  
           (1) Pursuant to Rule 457(c), (h) under the Securities Act of 1933, as
  amended, the proposed maximum offering price per share and the proposed maximum
  aggregate offering price are estimated solely for purposes of calculating the
  registration fee and are based upon the following:  options for 350,000 shares
  under the 1996 Plan and 300,000 shares issuable under the 401(k) Plan at
  $10.0625 a share, the average of the high and low prices of the Company Stock
  on the NASDAQ-National Market System on June 6, 1997.
  2
  TABLE OF CONTENTS
                                                                                                                       Page
                                                                                                                       ----
  PART II
  
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 3.  Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 5.  Interests of Named Experts and Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 6.  Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-1
           Item 8.  Exhibits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-3
           Item 9.  Undertakings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-3
  
  SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-5
  
  EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  II-6
  -ii-
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents of Ribozyme Pharmaceuticals, Inc. (the
  "Company") and information are incorporated in this Registration Statement by
  reference:
  
           (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                   ended December 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-QSB for the quarter
                   ended March 31, 1997;
  
           (c)     The description of the common stock of the Company, par value
                   $0.01 (the "Company Stock"), contained in the Company's
                   Registration Statement on Form 8-A, File No. 0-27914, filed by
                   the Company under Section 12 of the Exchange Act.
  
           All documents subsequently filed by the Company and the Ribozyme
  Pharmaceuticals, Inc. 401(k) Salary Reduction Plan (the "401(k) Plan") with the
  Securities and Exchange Commission (the "Commission") pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended, prior to the filing
  of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold
  shall be deemed to be incorporated in this Registration Statement by reference
  and to be a part hereof from the date of filing such documents.  Any statement
  contained herein or in a document, all or a portion of which is incorporated or
  deemed to be incorporated by reference herein, shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained in any subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or replaces such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           The legality of the Company Stock registered pursuant to this Form S-8
  Registration Statement will be passed upon for the Company by the law firm of
  Rothgerber, Appel, Powers & Johnson LLP, One Tabor Center, Suite 3000, 1200
  17th Street, Denver, Colorado 80202, which has served as special counsel to the
  Company in the preparation of the Form S-8 Registration Statement.  No members
  of this law firm have a substantial interest in the Company or are employed on
  a contingent basis by the Company.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article Ninth of the Company's Amended and Restated Certificate of
  Incorporation provides that the Company shall, in the fullest extent permitted
  by Section 145 of the General Corporation Law of the State of Delaware, as the
  same may be amended and supplemented, indemnify any and all persons whom it
  shall
  
                                      - II-1 -
  4
  have power to indemnify under said Section from and against any and all of the
  expenses, liabilities or other matters referred to in or covered by said
  Section.  Such indemnification shall continue as to a person who has ceased to
  be a director, officer, employee or an agent and shall inure to the benefit of
  the heirs, executors and administrators of such a person.
  
           The Company maintains directors' and officers' liability insurance
  which covers certain liabilities and expenses of officers and directors of the
  Company and covers the Company for reimbursement of payments to directors and
  officers in respect of such liabilities and expenses.
  
           With respect to indemnification, Section 145 of the Delaware General
  Corporation Law provides, among other things, that a corporation shall have
  power to indemnify any person who was or is a party or is threatened to be made
  a party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an action
  by or in the right of the corporation) by reason of the fact that the person is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by the person in
  connection with such action, suit or proceeding if the person acted in good
  faith and in a manner the person reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe the person's conduct was
  unlawful.  The termination of any action, suit or proceeding by judgment,
  order, settlement, conviction, or upon a plea of nolo contendere or its
  equivalent, shall not, of itself, create a presumption that the person did not
  act in good faith and in a manner which the person reasonably believed to be in
  or not opposed to the best interests of the corporation, and, with respect to
  any criminal action or proceeding, had reasonable cause to believe that the
  person's conduct was unlawful.
  
           Section 145 of the Delaware General Corporation Law also provides that
  a corporation shall have power to indemnify any person who was or is a party or
  is threatened to be made a party to any threatened, pending or completed action
  or suit by or in the right of the corporation to procure a judgment in its
  favor by reason of the fact that the person is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of
  the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise against
  expenses (including attorneys' fees) actually and reasonably incurred by the
  person in connection with the defense or settlement of such action or suit if
  the person acted in good faith and in a manner the person reasonably believed
  to be in or not opposed to the best interests of the corporation and except
  that no indemnification shall be made in respect of any claim, issue or matter
  as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
                                      - II-2 -
  5
  ITEM 8.  EXHIBITS
  
           The Company hereby undertakes that it will submit or has submitted any
  of the plans intended to be qualified under Section 401 of the Internal Revenue
  Code and any amendment thereto to the Internal Revenue Service (the "IRS") in a
  timely manner and has made or will make all changes required by the IRS in
  order to qualify the Plan.
  
           The following exhibits are attached to this registration statement:
  
            4.1    Ribozyme Pharmaceuticals, Inc. 401(k) Salary Reduction Plan 
                   and Trust
            4.2    1996 Stock Option Plan
            5      Opinion of Rothgerber, Appel, Powers & Johnson LLP
           23.1    Consent of Ernst & Young LLP
           23.2    Consent of Rothgerber, Appel, Powers & Johnson LLP
           24      Power of Attorney
  
  ITEM 9.  UNDERTAKINGS
  
           (a)     Rule 415 Offering
  
                   The Company hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
  are being made, a post-effective amendment to this 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.
  
                   (2)      That, for the purpose of determining any liability
  under the Securities Act of 1933, 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 bonafide 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)     Filings Incorporating Subsequent Exchange Act Documents by
  Reference
  
           The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company's annual
  report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
  Act of 1934 (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
  that is incorporated by reference in the Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bonafide offering thereof.
  
                                      - II-3 -
  6
           (h)     Filing of Registration Statement on Form S-8
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of
  the Company in the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in connection with the
  securities being registered, the Company will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a court
  of appropriate jurisdiction the question whether such indemnification by it is
  against public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.
  
                                      - II-4 -
  7
                                     SIGNATURES
  
           The Company.  Pursuant to the requirements of the Securities Act of
  1933, the Company 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 and the State of Colorado, on this 10th
  day of June, 1997.
  
                                         RIBOZYME PHARMACEUTICALS, INC.
                                     
                                     
                                         By: /s/ Ralph E. Christoffersen         
                                            -------------------------------------
                                            Ralph E. Christoffersen, President 
                                            and CEO
  
  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
  ---------                                         -----                                  ----
  /s/ Ralph E. Christoffersen                       Director, President                    June 10, 1997
  -----------------------------------------------   and CEO                                                    
  Ralph E. Christoffersen                           
  
  /s/ Lawrence E. Bullock                           Vice President of                      June 10, 1997
  -----------------------------------------------   Administration and Finance,                                                    
  Lawrence E. Bullock                               CFO and Secretary
                                                    (Principal Financial and
                                                    Accounting Officer)
  
  /s/ David T. Morgenthaler                         Director, Chairman                     June 10, 1997
  -----------------------------------------------   of the Board                                                    
  David T. Morgenthaler                             
  
  /s/ Jeremy L. Curnock Cook                        Director                               June 10, 1997
  -----------------------------------------------                                                       
  Jeremy L. Curnock Cook
  
  /s/ Anthony B. Evnin                              Director                               June 10, 1997
  -----------------------------------------------                                                       
  Anthony B. Evnin
  
  /s/ Charles M. Hartman                            Director                               June 10, 1997
  -----------------------------------------------                                                       
  Charles M. Hartman
  
  /s/ Anders P. Wiklund                             Director                               June 10, 1997
  -----------------------------------------------                                                       
  Anders P. Wiklund
  
  /s/ Lewis T. Williams                             Director                               June 10, 1997
  -----------------------------------------------                                                       
  Lewis T. Williams
  - II-5 -
  8
  
                                  EXHIBIT INDEX
  Exhibit No.                        Description                                     Page No.
  -----------                        -----------                                     --------
  4.1                 Ribozyme Pharmaceuticals, Inc. Salary Reduction           
                       Plan and Trust                                            
                                                                                 
   4.2                 1996 Stock Option Plan                                    
                                                                                 
   5                   Opinion of Rothgerber, Appel, Powers & Johnson LLP        
                                                                                 
  23.1                 Consent of Ernst & Young LLP                              
                                                                                 
  23.2                 Consent of Rothgerber, Appel, Powers & Johnson LLP        
                                                                                 
  24                   Power of Attorney