As filed with the Securities and Exchange Commission on April 29, 2003
                                                    Registration No. 333-35201

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

                        POST-EFFECTIVE AMENDMENT NO. 1
                                      TO
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ----------------

                                  SCIOS INC.
            (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                  820 WEST MAUDE AVENUE               95-3701481
(STATE OR OTHER JURISDICTION OF   SUNNYVALE, CALIFORNIA 94085         (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)        (408) 616-8200              IDENTIFICATION NUMBER)

         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                 SCIOS INC. 1996 NON-OFFICER STOCK OPTION PLAN
                     SCIOS INC. 1992 EQUITY INCENTIVE PLAN
                           (Full Title of the Plans)

                                DAVID W. GRYSKA
                        SENIOR VICE PRESIDENT, FINANCE
                          AND CHIEF FINANCIAL OFFICER
                                  SCIOS INC.
                             820 WEST MAUDE AVENUE
                          SUNNYVALE, CALIFORNIA 94085
                                (408) 616-8200
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

                                   COPY TO:
                         ROBERT I. TOWNSEND, III, ESQ.
                          CRAVATH, SWAINE & MOORE LLP
                                Worldwide Plaza
                               825 Eighth Avenue
                              New York, NY 10019
                                (212) 474-1000


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                        DEREGISTRATION OF COMMON STOCK

On September 9, 1997, the Registrant filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-8,
Registration No. 333-35201 (the "Registration Statement"), for the sale of up
to 2,200,000 shares of the common stock (the "Common Stock"), par value $.001
per share, of the Registrant under the Scios Inc. 1996 Non-Officer Stock
Option Plan and the Scios Inc. 1992 Equity Incentive Plan (collectively, the
"Plans").

On April 29, 2003, pursuant to the terms of the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of February 10, 2003, by and among the
Registrant, Johnson & Johnson and Saturn Merger Sub, Inc., a wholly-owned
subsidiary of Johnson & Johnson, Saturn Merger Sub, Inc. merged with and into
the Registrant, and the Registrant became a wholly-owned subsidiary of Johnson
& Johnson. Each share of Common Stock outstanding immediately prior to the
effective time of the merger was converted into the right to receive $45.00 in
cash, without interest. Because the Registrant is no longer a public company,
this Post-Effective Amendment No. 1 is being filed to deregister all of the
unissued shares of Common Stock formerly issuable under the Plans and
registered under the Registration Statement, constituting 1,500,000 shares.







                                  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 this Post-Effective Amendment No. 1 to Form
S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Sunnyvale, State of California, on the 29th day of April, 2003.


                                      SCIOS INC.

                                      By:   /s/ Christine A. Poon
                                         -------------------------------------
                                         Name:  Christine A. Poon
                                         Title: Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has
been signed below by the following persons in the capacities and on the dates
indicated.


SIGNATURE                            TITLE                          DATE

/s/ Richard B. Brewer
----------------------   President and Chief Executive Officer  April 29, 2003
  Richard B. Brewer         (Principal Executive Officer)

/s/ David W. Gryska
----------------------    Senior Vice President, Finance and    April 29, 2003
   David W. Gryska             Chief Financial Officer
                         (Principal Financial and Accounting
                                      Officer)
/s/ Christine A. Poon
----------------------                Director                  April 29, 2003
  Christine A. Poon

/s/ Joseph Scodari
----------------------                Director                  April 29, 2003
    Joseph Scodari