FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

x QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended June 30, 1998

                                       OR

_ TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the transition period from ________ to ___________

                        Commission file number: 0-11749

                                   Scios Inc.
             (Exact name of Registrant as specified in its charter)

       Delaware                                              95-3701481
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                   Scios Inc.
                              2450 Bayshore Parkway
                            Mountain View, CA 94043x
               (Address of principal executive offices) (Zip code)

                                 (650) 966-1550
               (Registrant's telephone number including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date.

Title                                                        Outstanding

Common Stock, $.001 par value                                38,368,652



<PAGE>

                                   SCIOS INC.
                                AND SUBSIDIARIES


PART I.  FINANCIAL INFORMATION


Item 1.   Financial Statements
                                       
<PAGE>

                                   SCIOS INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                        (In thousands, except share data)
<TABLE>
<CAPTION>
    ASSETS                                                               June 30,            December 31,
                                                                           1998                 1997
                                                                       -------------         -----------
                                                                       (Unaudited)   
<S>                                                                    <C>                   <C>  
Current assets:                                                         
    Cash and cash equivalents                                                $6,697             $10,197
    Marketable securities                                                     3,144              13,322
    Accounts receivable                                                      11,355               5,215
    Prepaid expenses                                                            313                 600
                                                                       -------------         -----------
      Total current assets                                                   21,509              29,334

Marketable securities, non-current                                           67,852              41,181
Investment in affiliate                                                       9,569              10,537
Property and equipment, net                                                  32,773              33,583
Other assets                                                                  1,869               2,236
                                                                       -------------         -----------

TOTAL ASSETS                                                               $133,572            $116,871
                                                                       -------------         -----------

    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                         $3,813              $1,685
    Other accrued liabilities                                                 6,131              11,134
    Deferred contract revenue                                                11,681              11,652
    Current portion of long-term debt and capital leases                         42                 339
                                                                       -------------         -----------
      Total current liabilities                                              21,667              24,810

Long-term debt and capital leases                                            33,194              31,919
                                                                       -------------         -----------
      Total liabilities                                                      54,861              56,729
                                                                       -------------         -----------


Stockholders' equity:
    Preferred stock; $.001 par value; 20,000,000
       shares authorized; none issued and outstanding:                           --                  --
    Common stock; $.001 par value; 150,000,000
       shares authorized; issued and outstanding:
       38,368,652 and 38,032,120, respectively                                   38                  38
    Additional paid-in capital                                              415,903             411,045
    Treasury stock                                                           (2,299)             (4,758)
    Notes receivable from stockholders                                         (384)                (13)
    Net unrealized gains on securities                                          284                 288
    Accumulated deficit                                                    (334,831)           (346,458)
                                                                       -------------         -----------
      Total stockholders' equity                                             78,711              60,142
                                                                       -------------         -----------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $133,572            $116,871
                                                                       -------------         -----------
</TABLE>

          The  accompanying  notes are an  integral  part of these  consolidated
financial statements.
                                       
<PAGE>

                                   SCIOS INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations
                        (In thousands, except share data)
<TABLE>
<CAPTION>

                                                           Three months ended                    Six months ended
                                                                June 30,                             June 30,
                                                         1998              1997               1998               1997
                                                    ---------------    --------------    ----------------    --------------
                                                                 (Unaudited)                          (Unaudited)
<S>                                                 <C>                <C>               <C>                 <C> 
Revenues:
      Product sales                                         $4,729            $7,537             $13,159           $13,696
      Co-promotion commissions                               1,985             1,423               3,253             3,119
      Research & development contracts                      22,881             1,922              27,473             2,396
                                                    ---------------    --------------    ----------------    --------------
                                                            29,595            10,882              43,885            19,211
                                                    ---------------    --------------    ----------------    --------------

Costs and expenses:
      Cost of goods sold                                     2,985             4,369               7,790             8,223
      Research and development                              11,930            13,059              22,457            23,939
      Marketing, general and administration                  4,486             5,022               9,198            10,348
      Profit distribution to third parties                     128               896               1,198             1,463
                                                    ---------------    --------------    ----------------    --------------
                                                            19,529            23,346              40,643            43,973
                                                    ---------------    --------------    ----------------    --------------

Income (loss) from operations                               10,066           (12,464)              3,242           (24,762)

Other income:
      Investment income                                        962             1,136               1,948             1,927
      Interest expense                                        (643)             (750)             (1,292)             (884)
      Realized gains (losses) on securities                     39               (74)              8,077              (179)
      Other income, net                                        460                 1                 477               149
                                                    ---------------    --------------    ----------------    --------------
                                                               818               313               9,210             1,013

Equity in net loss of affiliates                              (581)             (525)               (825)           (1,136)
Minority interests                                              --                --                  --                77
                                                    ---------------    --------------    ----------------    --------------
      Net income (loss)                                    $10,303          ($12,676)            $11,627          ($24,808)
                                                    ---------------    --------------    ----------------    --------------

Earnings (loss) per common share:
      Basic                                                  $0.27            ($0.35)              $0.31            ($0.69)
                                                    ---------------    --------------    ----------------    --------------
      Diluted                                                $0.26            ($0.35)              $0.30            ($0.69)
                                                    ---------------    --------------    ----------------    --------------

      Weighted average number of common shares outstanding used in calculation of:

      Basic                                             37,850,807        35,826,469          37,562,172        35,829,065
                                                    ---------------    --------------    ----------------    --------------
      Diluted                                           42,092,920        35,826,469          38,733,164        35,829,065
                                                    ---------------    --------------    ----------------    --------------
</TABLE>

                 The   accompanying   notes  are  an  integral   part  of  these
consolidated financial statements.
                                     
<PAGE>

                                   SCIOS INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                  Six months ended
                                                                                      June 30,
                                                                               1998              1997
                                                                            -----------       ------------
                                                                            (Unaudited)
<S>                                                                         <C>               <C> 
Cash flows from operating activities:
   Net income (loss)                                                          $ 11,627           ($24,808)
   Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
      Depreciation and amortization                                              1,909              2,738
      Accrued long-term interest payable                                         1,275                638
      Equity in net loss of affiliates                                             824              1,136
      Minority interest                                                             --                (77)
      Change in assets and liabilities:
        Accounts receivable                                                     (6,140)            (1,202)
        Accounts payable                                                         2,128               (824)
        Other accrued liabilities                                               (5,004)            (2,600)
        Other                                                                      282                508
        Deferred contract revenue                                                   29              8,120
                                                                            -----------       ------------
             Net cash provided by (used in) operating activities                 6,930            (16,371)
                                                                            -----------       ------------

Cash flows from investing activities:
   Purchases of property and equipment                                          (1,099)            (1,953)
   Proceeds from sale of investment in affiliate                                   144                 --
   Sales/maturities of marketable securities                                   148,264            101,525
   Purchases of marketable securities                                         (164,759)           (98,115)
                                                                            -----------       ------------
             Net cash provided by (used in) investing activities               (17,450)             1,457
                                                                            -----------       ------------

Cash flows from financing activities:
   Issuance of common stock and collection of notes receivable from
      stockholders, net                                                          7,317                 --
   Purchase of treasury stock                                                       --             (1,767)
   Payment of notes payable and capital leases                                    (297)              (275)
   Proceeds from notes payable and capital leases                                   --             30,000
                                                                            -----------       ------------
             Net cash provided by financing activities                           7,020             27,958
                                                                            -----------       ------------

Net increase (decrease) in cash and cash equivalents                            (3,500)            13,044
Cash and cash equivalents at beginning of period                                10,197              1,587
                                                                            ===========       ============
Cash and cash equivalents at end of period                                     $ 6,697           $ 14,631
                                                                            ===========       ============

Supplemental cash flow data:
   Cash paid during the period for interest                                       ($12)             ($246)
Supplemental disclosure of non-cash investing
   and financing:
   Change in net unrealized gains on securities                                    ($4)              ($86)
   Investment in affiliate                                                       ($969)           $ 4,948

</TABLE>

         The  accompanying  notes  are an  integral  part of these  consolidated
financial statements.
                                      
<PAGE>

                                   SCIOS INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                   (unaudited)

1.       Basis of Presentation and Accounting Policies

                  The unaudited  consolidated financial statements of Scios Inc.
         ("Scios" or the "Company") reflect,  in the opinion of management,  all
         adjustments,  consisting  only of  normal  and  recurring  adjustments,
         necessary  to  present  fairly  the  Company's  consolidated  financial
         position at June 30,  1998 and the  Company's  consolidated  results of
         operations  and cash flows for the three- and  six-month  periods ended
         June 30,  1998 and 1997.  Interim-period  results  are not  necessarily
         indicative  of results  of  operations  or cash  flows for a  full-year
         period.

                  These  financial  statements and the notes  accompanying  them
         should be read in conjunction  with the Company's annual report on Form
         10-K for the year ended December 31, 1997.  Investors are encouraged to
         review the Form 10-K for a broader discussion of the Company's business
         and the  opportunities  and risks  inherent in the Company's  business.
         Copies of the 10-K are available from the Company on request.

                  The  year-end  balance  sheet data were  derived  from audited
         financial  statements,  but do not include all disclosures  required by
         generally accepted accounting principles.

                  The  Company  has  adopted  the  provisions  of  Statement  of
         Financial  Accounting  Standards  No.  130,  "Reporting   Comprehensive
         Income,"  effective  January  1,  1998.  This  statement  requires  the
         disclosure of comprehensive  income and its components in a full set of
         general-purpose  financial statements.  Comprehensive income is defined
         as net income plus revenues,  expenses,  gains,  and losses that, under
         generally accepted accounting principles, are excluded from net income.
         The  components  of  comprehensive  income which are excluded  from net
         income  are  not  significant,   individually  or  in  aggregate,   and
         therefore,  no  separate  statement  of  comprehensive  income has been
         presented.

                  Effective  December 31, 1997,  the Company  adopted  Financial
         Accounting  Standards No. 128 ("SFAS  128"),  "Earnings Per Share" and,
         accordingly,  all prior periods presented have been restated. Basic net
         income (loss) per share is calculated using the weighted average number
         of common shares outstanding for the period.  Diluted net income (loss)
         is calculated  using the weighted average number of common and dilutive
         common equivalent shares outstanding during the period.
                                   
<PAGE>
                  The  following   table  sets  forth  the  computation  of  the
         Company's  basic and diluted  earnings  (loss) per share (in thousands,
         except per share amounts):
<TABLE>
<CAPTION>
                                                           Three months ended               Six months ended
                                                                June 30,                        June 30,
                                                         1998            1997            1998            1997
           -----------------------------------------     -------------   --------------- --------------- ---------------
          <S>                                            <C>             <C>             <C>             <C> 
           Numerator

           Basic
              Net income (loss)                          $   10,303      $ (12,676)      $  11,627       $  (24,808)
                                                             ------         ------          ------           ------    
           Diluted
               Net income (loss)                         $   10,303      $ (12,676)      $  11,627       $  (24,808)
               Add: Genentech interest                          638            ---             ---             ---
                                                             ------         ------          ------           ------
              Net income (loss)                          $   10,941         12,676          11,627       $  (24,808)
                                                             ------         ------          ------           ------
           Denominator

           Basic
              Weighted average shares                        37,851         35,826          37,562           35,829
              Effect of dilutive securities:
                Genentech conversion  of
                 loan to common stock                         3,000            ---             ---              ---
                Employee stock options                        1,242            ---           1,171              ---
                                                             ------         ------          ------           ------
              Weighted average shares and
                 assumed conversions                         42,093         35,826          38,733           35,829
                                                             ------         ------          ------           ------
           Basic earnings (loss) per share               $     0.27      $   (0.35)      $    0.31       $    (0.69)
                                                             ------         ------          ------           ------
           Diluted earnings (loss) per share             $     0.26      $   (0.35)      $    0.30       $    (0.69)
                                                             ------         ------          ------           ------
<FN>      
         -----------------------------------------
         The  potentially  dilutive  effect of  outstanding  options to purchase
         common stock would  have been  anti-dilutive  in 1997, and  they  were
         therefore  excluded from both 1997 diluted earnings  calculations.  If
         the  Genentech  loan were paid  through the issuance of common stock
         instead of cash, it would be dilutive in the  three-month  period ended
         June 30, 1998,  but  anti-dilutive  for the same period in 1997 and for
         the  six-month  periods  in 1998 and 1997.  Therefore,  shares  for the
         Genentech loan were included in calculations  for diluted  earnings per
         share in the current  quarter in 1998,  but excluded from  calculations
         for all other periods in 1998 and 1997.
</FN>
</TABLE>

2.          Subsequent Events


                  On July 21,  1998,  Wyeth-Ayerst  Laboratories,  a division of
         American  Home  Products  Corporation,  and the Company  announced  the
         termination  of the  North  American  Phase  II/III  clinical  study of
         Fiblast(R)  (trafermin)  in  acute  stroke  and the  continuation  of a
         similar Phase II/III study in Europe. While the two trials were similar
         in design,  they  differed  significantly  in the  duration  over which
         Fiblast(R) (trafermin) was administered.  A detailed review of the data
         from the North American stroke trial is in progress by both companies.

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

         In accordance  with Federal law, the Company  reminds  readers that the
following   discussion   contains   forward-looking   statements   about  plans,
objectives,  future results and intentions of the Company. These forward-looking
statements are based on the current expectations of the Company, and the Company
assumes no obligation to update this information. Realization of these plans and
results involves risks and uncertainties, and the Company's actual results could
differ  materially  from the historical  results or future plans discussed here.
Factors that could cause or contribute to such differences  include, but are not
limited to, those items discussed below, as well as the considerations discussed
in the Company's Form 10-K for the year ended December 31, 1997.

Operating Results

         Net  income  for the  quarter  ended  June 30,  1998 was $10.3  million
compared to a net loss of $12.7  million in the  corresponding  quarter of 1997.
For the  six-month  periods  ended June 30, 1998 and 1997,  net income was $11.6
million and the net loss was $24.8  million,  respectively.  For both the three-
and  six-month  periods,  the  increase in net income was  primarily  due to the
increase in contract  revenue from signing an agreement  with Bayer AG ("Bayer")
for the commercialization of the Company's product Natrecor(R) (nesiritide).

         Total  revenues  for the three  months  ended June 30,  1998 were $29.6
million  versus $10.9 million for the  corresponding  quarter in 1997, and $43.9
million and $19.2  million  for the  six-month  periods  ended June 30, 1998 and
1997,  respectively.  The  year-to-year  increase was  principally  due to $20.0
million in contract revenue recognized upon entering into a worldwide  strategic
alliance  with  Bayer for the  commercialization  of  Natrecor(R)  (nesiritide),
receipt  of  a  milestone   payment  from  Novo  Nordisk  for   development   of
insulinotropin,  and funding for the  Company's  Alzheimer's  research  program.
Product sales from  psychiatric  products under license from SmithKline  Beecham
Corporation  (the "SB  Products")  decreased to $13.2 million from $13.7 million
for the six-month periods ended June 30, 1998 and 1997, and to $4.7 million from
$7.5 million for the three months ended June 30, 1998 and 1997, respectively. SB
Product sales decreased year-to-year, and the Company expects that over time the
sales of these products will continue to erode because of  competition  from new
market  entrants and generic drugs.  For the three- and six-month  periods ended
June 30,  1998,  co-promotion  commissions  were $2.0  million and $3.3  million
versus $1.4 million and $3.1 million for the same periods in 1997.  The increase
in  co-promotion  commissions  was the result of changes  in the  product  lines
promoted  by the  Company in the  second  quarter of 1998.  In April  1998,  the
Company  entered  into  a new  agreement  with  Janssen  Pharmaceutica  for  the
co-promotion of Janssen's product Risperdal(R)  (risperidone).  In the same time
frame, the Company and Ortho-McNeil Pharmaceutical,  an affiliate of Johnson and
Johnson, agreed to terminate their co-promotion contract for Haldol(R) Decanoate
because of new  generic  competition.  In May 1998,  the Company  announced  the
termination of the co-promotion  agreement with Wyeth-Ayerst  Laboratories under
which the Company had been co-promoting Effexor(R) (venlafaxine HCl).
<PAGE>

         Total costs and  expenses  for the three and six months  ended June 30,
1998 were $19.5 million and $40.6  million,  respectively,  versus $23.3 million
and  $44.0  million  for the same  periods  in 1997.  For the  current  quarter,
spending for research and  development  decreased to $11.9  million in 1998 from
$13.1 million in 1997,  and to $22.5 million from $23.9 million in the six-month
periods ended June 30, 1998 and 1997.  The  year-to-year  decreases for both the
three- and six-month periods were primarily due to a reduction in clinical trial
expenses.  Expenses for marketing,  general and administration decreased for the
six-month  periods to $9.2 million from $10.3 million,  and to $4.5 million from
$5.0  million  for the  three-month  periods  ended  June  30,  1998  and  1997,
respectively.   The  year-to-year   decreases  were  principally  due  to  lower
depreciation  expenses for leasehold  improvements in 1998 compared to 1997. The
decreases in cost of goods and profit distribution to third parties from 1997 to
1998 were the result of lower SB Product sales in 1998.

         Other income  increased  to $0.8 million in the quarter  ended June 30,
1998 from $0.3  million in the  comparable  quarter of 1997.  For the  six-month
periods  ended June 30, 1998 and 1997,  other  income  increased to $9.2 million
from $1.0 million.  The increase for the six-month period was principally due to
a gain on the sale of the Company's entire interest in its subsidiary,  Karo Bio
AB, a Swedish biotechnology  company,  through a public stock offering completed
in March 1998.  Following  the sale of its stock,  the Company no longer has any
financial  interest in the results of Karo Bio. For the six-month  periods ended
June 30,  1998 and 1997,  interest  expense  increased  from 1997 to 1998 due to
interest on the loan from Genentech Inc., which was drawn down at the end of the
first quarter of 1997.

         The  increase  in  equity  in the net loss of  affiliates  for both the
three- and six-month periods, was the result of the company's share of losses of
Guilford Pharmaceuticals Inc., in which it has a 7% ownership.

         The ability of the Company to achieve profitability depends principally
on the Company's success in developing and  commercializing its own products and
on its  ability  to  complete  agreements  with  third  parties  that  result in
additional revenue.  Among the factors that will determine the Company's success
in  commercializing  its products are: the  demonstrated  safety and efficacy of
products in  development;  the cost of and the time taken to  complete  clinical
trials and regulatory submissions; the timing and scope of regulatory approvals,
particularly   with  respect  to  the  Company's   lead   products   Natrecor(R)
(nesiritide)  and  Fiblast(R)  (trafermin);  the  Company's  ability to secure a
cost-effective  supply of  product;  the  Company's  success in  developing  and
implementing  cost effective  sales and marketing  strategies  either on its own
behalf  or in  partnership  with  other  companies;  and  the  level  of  market
acceptance if products are approved,  both at product  launch and over time. The
Company's  ability to raise  additional  revenue  through  third parties will be
dependent on the factors  described above, as well as other factors such as: its
success in marketing and selling the  third-party  products which it may acquire
the right to co-promote;  the disposition of various patent proceedings  related
to the protection of the Company's  potential  products;  the perceived value of
the  Company's  current  product  portfolio  and  research  programs  to outside
parties;  and the  success  of third  parties,  such as Bayer  and  Wyeth-Ayerst
Laboratories (in the United States and Europe),  Kaken  Pharmaceutical Co., Ltd.
(in Japan) and Novo Nordisk A/S in developing and commercializing  the Company's
products. 
<PAGE>

Liquidity and Capital Resources

         Combined cash, cash equivalents and marketable securities (both current
and  non-current)  totaled  $77.7 million at June 30, 1998, an increase of $13.0
million  from  December  31,  1997.  The  increase  was due to $6.9 million from
operations and $7.3 million from the exercise of stock options  partially offset
by $1.1  million of  property  and  equipment  purchases.  Included  in the cash
provided  by  operating  activities  was $13.9  million  received  from Bayer AG
immediately  upon  signing  of  the  worldwide   strategic  alliance  to  market
Natrecor(R) (nesiritide),  $7.7 million received from the sale of Karo Bio stock
and a $6.1 million receivable from Bayer which was temporarily  withheld pending
resolution of the Company's  foreign tax filing status and has subsequently been
received.

         The Company  expects to continue  to incur  losses  until it is able to
achieve significant product revenues from the sale of Natrecor(R)  (nesiritide).
Because the Bayer agreement for  Natrecor(R)  (nesiritide ) provides for sizable
milestone  payments  that are  dependent on  regulatory  approvals in the United
States and Europe,  quarter to quarter financial performance during the next few
years is expected to show significant fluctuation.  The Company's utilization of
current  financial  resources will depend upon a number of factors including the
success of Bayer and the Company in securing regulatory approval for Natrecor(R)
(nesiritide) and gaining market  acceptance for this product,  the timeliness of
its product development efforts,  clinical trials,  manufacturing  capabilities,
regulatory approvals and product introduction efforts for additional products or
indications. Other contributing factors will be the Company's ability to develop
new revenue sources to support research and development programs and its success
in marketing and promoting the products of third-parties that may be licensed by
the Company.

         The  Company's  cash  resources  of $77.7  million  at June  30,  1998,
together with revenues from product sales, collaborative agreements and interest
income,  proceeds  from the sale of stock  held as equity  investments,  and any
funding  from  existing  or future  debt  arrangements,  will be used to support
current and new clinical trials for proprietary  products under development,  to
support commercialization efforts for prospective products and for other general
purposes. The Company believes its cash resources will be sufficient to meet its
operating  and capital  requirements  for at least the next several  years.  Key
factors that will affect future cash use and the timing of the Company's need to
seek  additional  financing  include:  the results of the  Company's  partnering
efforts,  the rate of spending  required to develop the  Company's  products and
respond to changing  business  conditions,  the degree to which the Company will
incur  expenses  to launch  its  products  following  the  necessary  regulatory
approvals  and  the  net  contribution  produced  by the  Company's  ability  to
co-promote and market products for third parties.

         Over  the  long-term,  the  Company  will  need to  arrange  additional
financing   for  the  future   operation   of  its   business,   including   the
commercialization of products currently under development,  and it will consider
collaborative   arrangements  and  additional  public  or  private   financings,
including additional equity financings.  Factors influencing the availability of
additional  funding include,  but are not limited to, the Company's  progress in
product  development,  investor  perception of the  Company's  prospects and the
general conditions of the financial markets.
<PAGE>

Part II.  Other Information

Item 4.  Submission of Matters to a Vote of Security Holders

         The Company's Annual Meeting of Stockholders was held on May 12, 1998.

         (a)  The following  individuals were elected directors of the Company,
              each to serve until a successor is elected:
<TABLE>
<CAPTION>
                                         Total Vote For            Total Vote Withheld
         Name                            Each Director             From Each Director
         <S>                             <C>                       <C> 
         Samuel H. Armacost              32,372,299                  454,188
         Richard L. Casey                32,297,785                  528,702
         Myron Du Bain                   32,293,972                  532,515
         Donald B. Rice, Ph.D.           32,523,439                  303,048
         Charles A. Sanders, M.D.        32,503,825                  322,662
         Robert W. Schrier, M.D.         31,699,531                1,126,956
         Solomon H. Snyder, M.D.         32,521,027                  305,460
         Burton E. Sobel, M.D.           32,312,308                  514,179
         Eugene L. Step                  32,506,279                  320,208
</TABLE>

         (b)  The following matters were approved by stockholder vote, with 
              votes cast as indicated:

         To ratify and approve amendments to the Company's 1992 Equity Incentive
         Plan:

         Votes for:                                                 31,136,905
         Votes against                                               1,509,230
         Abstentions:                                                  180,352

         To ratify the selection of Coopers & Lybrand L.L.P. as the Company's
         independent auditors for fiscal year 1998:

         Votes cast for:                                            32,660,707
         Votes cast against:                                            97,870
         Abstentions:                                                   67,910

         Broker non-votes were not relevant to the foregoing matters.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                   SCIOS INC.

August 12, 1998                    By:  /s/ Richard L. Casey
Date                                    Richard L. Casey, Chairman and CEO


August 12, 1998                    By:  /s/ David Southern
Date                                    David Southern, Controller
                                        (Chief Accounting Officer)