Cadus Corp – ‘S-8 POS’ on 12/23/97 – EX-4

As of:  Tuesday, 12/23/97   ·   Effective:  12/23/97   ·   Accession #:  889812-97-2729   ·   File #:  333-21871

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No. 2                         5     21K 
 2: EX-4        Amendment No. 2 to Cadus Pharmaceutical                1      5K 
                          Corporation 1996 Incentive Plan                        
 3: EX-5        Opinion of Morrison Cohen Singer & Weinstein, LLP,     2±     8K 
                          as to the Validity of the Securities                   
                          Being Registered                                       
 4: EX-23.1     Consent of Kpmg Peat Marwick LLP                       1      5K 

EX-4   —   Amendment No. 2 to Cadus Pharmaceutical Corporation 1996 Incentive Plan

EX-4
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 EXHIBIT 4

 AMENDMENT NO. 2
TO
CADUS PHARMACEUTICAL CORPORATION
 1996 INCENTIVE PLAN

   This Amendment No. 2 to the Cadus Pharmaceutical Corporation 1996
Incentive Plan (the "Plan") was adopted by the Board of Directors of Cadus      
Pharmaceutical Corporation on December 11, 1997.                                

           The first sentence of Section 2.2 of the Plan is hereby
amended to read as follows:                                                     

                  "2.2 Maximum Shares Available. The maximum aggregate number of
shares of Common Stock available for award under the Plan is 1,833,334, subject 
to adjustment pursuant to Article 12 hereof."                                   

Dates Referenced Herein

This ‘S-8 POS’ Filing		Date		Other Filings
Filed on / Effective on:		12/23/97		None on these Dates
		12/11/97
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