As filed with the Securities and Exchange Commission on July 25, 2000
Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

DISCOVERY PARTNERS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)

           Delaware                                    33-0655706
    (State of Incorporation                   (IRS Employer Identification No.)
       or Organization)

If this form relates to the                 If this form relates to the
registration of a class of                  registration of a class of
securities pursuant to Section 12(b)        securities pursuant to Section 12(g)
of the Exchange Act and is effective        of the Exchange Act and is effective
pursuant to General Instruction             pursuant to General Instruction
A.(c), please check the following           A.(d), please check the following
box. [ ]                                    box. [X]

Securities Act Registration Statement File Number to which this form relates:     333-36638
                                                                                ---------------
                                                                                (if applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class                       Name of Each Exchange on Which
to be so Registered                       Each Class is to be Registered
-------------------                       ------------------------------
  Not Applicable                                 Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

See "Description of Capital Stock" in our Registration Statement on Form S-1 (Registration No. 333-36638) filed with the Securities and Exchange Commission (the "Commission") on May 9, 2000, as amended on June 23, 2000 and July 21, 2000 and by any other amendments to such Registration Statement on Form S-1 made prior to the effective date (collectively, the "Registration Statement"), each of which is hereby incorporated herein by reference. The form of Prospectus filed by us pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference into the Registration Statement.

ITEM 2. EXHIBITS.

The following exhibits to this Registration Statement on Form 8-A are incorporated by reference to the documents specified, which have been or will be filed with the Commission:

1. Certificate of Incorporation in effect in Delaware after the reincorporation, filed as Exhibit 3.2 to the Registration Statement.

2. Bylaws to be in effect upon the closing of this offering, filed as Exhibit 3.4 to the Registration Statement.

3. Specimen common stock certificate, filed as Exhibit 4.1 to the Registration Statement.

4. Second Amended and Restated Investors' Rights Agreement among us and the investors listed on Schedule A thereto, dated April 28, 2000, as amended June 30, 2000, filed as Exhibit 10.2 to the Registration Statement.

5. Standstill Agreement between us and Axys Pharmaceuticals, Inc., dated April 28, 2000, filed as Exhibit 10.12 to the Registration Statement.

6. Rights Agreement between us, Structural Proteomics, Inc., Richard Fine, Boris Klebansky and Arnold Hagler, dated March 5, 2000, filed as Exhibit 10.14 to the Registration Statement.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement on Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized.

DISCOVERY PARTNERS INTERNATIONAL, INC.

Date: July 25, 2000                       By:  /s/ Jack Fitzpatrick
                                             -----------------------------------
                                             Jack Fitzpatrick
                                             Chief Financial Officer

Exhibit
Number         Exhibit
------         -------
    1.         Certificate of Incorporation in effect in Delaware after the
               reincorporation, filed as Exhibit 3.2 to the Registration
               Statement.

    2.         Bylaws to be in effect upon completion of this offering filed as
               Exhibit 3.4 to the Registration Statement.

    3.         Specimen common stock certificate, filed as Exhibit 4.1 to the
               Registration Statement.

    4.         Second Amended and Restated Investors' Rights Agreement among us
               and the investors listed on Schedule A thereto, dated April 28,
               2000, as amended June 30, 2000, filed as Exhibit 10.2 to the
               Registration Statement.

    5.         Standstill Agreement between us and Axys Pharmaceuticals, Inc.,
               dated April 28, 2000, filed as Exhibit 10.12 to the Registration
               Statement.

    6.         Rights Agreement between us, Structural Proteomics, Inc., Richard
               Fine, Boris Klebansky and Arnold Hagler, dated March 5, 2000,
               filed as Exhibit 10.14 to the Registration Statement.