<PAGE>   1
              As filed with the Securities and Exchange Commission
                                on June 30, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               NETWORK PLUS CORP.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3430576
                      (I.R.S. Employer Identification No.)

     234 Copeland Street, Quincy, Massachusetts                       02169
      (Address of Principal Executive Offices)                      (Zip Code)

              AMENDED AND RESTATED 1998 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                             JAMES J. CROWLEY, ESQ.
                          EXECUTIVE VICE PRESIDENT AND
                             CHIEF OPERATING OFFICER
                               NETWORK PLUS CORP.
                               234 COPELAND STREET
                           QUINCY, MASSACHUSETTS 02169
                     (Name and Address of Agent for Service)

                                 (617) 786-4000
          (Telephone Number, Including Area Code, of Agent For Service)

================================================================================

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                   PROPOSED         PROPOSED
    TITLE OF                       MAXIMUM          MAXIMUM
   SECURITIES         AMOUNT       OFFERING        AGGREGATE        AMOUNT OF
      TO BE           TO BE        PRICE PER        OFFERING       REGISTRATION
   REGISTERED       REGISTERED       SHARE           PRICE             FEE
--------------------------------------------------------------------------------
  Common Stock,      453,333       $16.00(1)     $7,253,328(1)        $2,017
 $.01 par value
================================================================================

(1)      Computed in accordance with Rules 457(c) and (h) under the Securities
         Act of 1933 as based upon the Price to Public set forth in the
         Prospectus relating to the registrant's initial public offering of
         Common Stock.
================================================================================


<PAGE>   2



PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information required by Part I is included in documents
sent or given to participants in the Registrant's Amended and Restated 1998
Director Stock Option Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest prospectus filed pursuant to Rule
         424(b) under the Securities Act that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         prospectus referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
         $.01 par value per share (the "Common Stock"), contained in the
         Registrant's registration statement on Form 8-A filed with the
         Commission under Section 12(g) of the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.



                                      II-1

<PAGE>   3



Item 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law ("DGCL"),
empowers a Delaware corporation to indemnify any persons who are or are
threatened to be made, parties 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 such 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. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
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 his conduct was unlawful. A Delaware corporation may
indemnify directors, officers, employees or agents of the corporation, in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if a director,
officer, employee or agent of the corporation is adjudged to be liable to the
corporation in the performance of such person's duty. Where a director, officer,
employee or agent of the corporation is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify such
person against the expenses actually and reasonably incurred by such person.

         The Registrant's Certificate of Incorporation, as amended (the
"Certificate"), and Bylaws, as amended (the "Bylaws"), provide that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent the DGCL prohibits such indemnification. The
Certificate and Bylaws also provide for indemnification of 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 (including an action by or in the right of the Registrant), by
reason of such person's position, or by reason of any action alleged to have
been taken or omitted in such person's capacity, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant. In addition, the Registrant maintains
insurance policies which provide coverage for its officers and directors in
certain situations where the Registrant cannot directly indemnify such officers
or directors.

                                      II-2

<PAGE>   4




Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.


Item 8.           EXHIBITS

                  The following exhibits are filed as part of this Registration
Statement:


                 4.1         Certificate of Incorporation of the Registrant, as
                             amended. Incorporated by reference to Exhibit 3.1
                             to the Registrant's Registration Statement on Form
                             S-1, as amended (File No. 333-64633).

                 4.2         By-Laws of the Registrant, as amended. Incorporated
                             by reference to Exhibit 3.3 to the Registrant's
                             Registration Statement on Form S-1, as amended
                             (File No. 333-64633).

                 5           Opinion of Hale and Dorr LLP.

                 23.1        Consent of PricewaterhouseCoopers LLP.

                 23.2        Consent of Hale and Dorr LLP (included in
                             Exhibit 5).

                 24          Power of Attorney (included in the signature page
                             of this Registration Statement).


Item 9.           UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         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, 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 bona fide offering thereof.


                                      II-3

<PAGE>   5



                  (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.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      II-4

<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 Quincy, Commonwealth of Massachusetts, on this 30th
day of June 1999.


                                         Network Plus Corp.



                                         By: /s/ James J. Crowley
                                             -----------------------------------
                                             James J. Crowley
                                             Executive Vice President,
                                             Chief Operating Officer and
                                             Secretary




                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Network Plus Corp.,
hereby severally constitute and appoint Robert T. Hale, Jr., James J. Crowley,
George Alex and Jeffrey N. Carp, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Network Plus Corp.
to comply with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.


                                      II-5

<PAGE>   7



         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, as of June 30, 1999.




       Name                                   Title

/s/ Robert T. Hale               Chairman of the Board
-----------------------
Robert T. Hale


/s/ Robert T. Hale, Jr.          President, Chief Executive Officer and Director
-----------------------          (Principal Executive Officer)
Robert T. Hale, Jr.


/s/ James J. Crowley             Executive Vice President, Chief Operating
-----------------------          Officer, Secretary and Director
James J. Crowley


/s/ George Alex                  Executive Vice President of Finance, Chief
-----------------------          Financial Officer and Treasurer (Principal
George Alex                      financial and Accounting Officer)


/s/ David Martin
-----------------------
David Martin                     Director


/s/ Joseph C. McNay
-----------------------          Director
Joseph C. McNay




                                      II-6

<PAGE>   8



                                  EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION


4.1           Certificate of Incorporation of the Registrant, as amended.
              Incorporated by reference to Exhibit 3.1 to the Registrant's
              Registration Statement on Form S- 1, as amended (File No.
              333-64633).

4.2           By-Laws of the Registrant, as amended. Incorporated by reference
              to Exhibit 3.3 to the Registrant's Registration Statement on Form
              S-1, as amended (File No. 333-64633).

5             Opinion of Hale and Dorr LLP.

23.1          Consent of PricewaterhouseCoopers LLP.

23.2          Consent of Hale and Dorr LLP (included in Exhibit 5).

24            Power of Attorney (included in the signature page of this
              Registration Statement).







                                      II-7
[{"type": "S-8", "sequence": "1", "description": "NETWORK PLUS CORP.", "secsgml_size_bytes": 16402}]
{"company-data": {"conformed-name": "NETWORK PLUS CORP", "cik": "0001065633", "assigned-sic": "4813", "irs-number": "043430576", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81935", "film-number": "99656586"}, "business-address": {"street1": "234 COPELAND ST", "city": "QUINCY", "state": "MA", "zip": "02169", "phone": "6177864000"}, "mail-address": {"street1": "234 COPELAND ST", "city": "QUINCY", "state": "MA", "zip": "02169"}, "former-company": {"former-conformed-name": "NETWORK PLUS INC", "date-changed": "19980709"}}
1
              As filed with the Securities and Exchange Commission
                                on June 30, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               NETWORK PLUS CORP.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3430576
                      (I.R.S. Employer Identification No.)

     234 Copeland Street, Quincy, Massachusetts                       02169
      (Address of Principal Executive Offices)                      (Zip Code)

              AMENDED AND RESTATED 1998 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                             JAMES J. CROWLEY, ESQ.
                          EXECUTIVE VICE PRESIDENT AND
                             CHIEF OPERATING OFFICER
                               NETWORK PLUS CORP.
                               234 COPELAND STREET
                           QUINCY, MASSACHUSETTS 02169
                     (Name and Address of Agent for Service)

                                 (617) 786-4000
          (Telephone Number, Including Area Code, of Agent For Service)

================================================================================

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                   PROPOSED         PROPOSED
    TITLE OF                       MAXIMUM          MAXIMUM
   SECURITIES         AMOUNT       OFFERING        AGGREGATE        AMOUNT OF
      TO BE           TO BE        PRICE PER        OFFERING       REGISTRATION
   REGISTERED       REGISTERED       SHARE           PRICE             FEE
--------------------------------------------------------------------------------
  Common Stock,      453,333       $16.00(1)     $7,253,328(1)        $2,017
 $.01 par value
================================================================================

(1)      Computed in accordance with Rules 457(c) and (h) under the Securities
         Act of 1933 as based upon the Price to Public set forth in the
         Prospectus relating to the registrant's initial public offering of
         Common Stock.
================================================================================
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information required by Part I is included in documents
sent or given to participants in the Registrant's Amended and Restated 1998
Director Stock Option Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest prospectus filed pursuant to Rule
         424(b) under the Securities Act that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         prospectus referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
         $.01 par value per share (the "Common Stock"), contained in the
         Registrant's registration statement on Form 8-A filed with the
         Commission under Section 12(g) of the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

                                      II-1
3

Item 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the Delaware General Corporation Law ("DGCL"),
empowers a Delaware corporation to indemnify any persons who are or are
threatened to be made, parties 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 such 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. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
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 his conduct was unlawful. A Delaware corporation may
indemnify directors, officers, employees or agents of the corporation, in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if a director,
officer, employee or agent of the corporation is adjudged to be liable to the
corporation in the performance of such person's duty. Where a director, officer,
employee or agent of the corporation is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify such
person against the expenses actually and reasonably incurred by such person.

         The Registrant's Certificate of Incorporation, as amended (the
"Certificate"), and Bylaws, as amended (the "Bylaws"), provide that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except to the extent the DGCL prohibits such indemnification. The
Certificate and Bylaws also provide for indemnification of 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 (including an action by or in the right of the Registrant), by
reason of such person's position, or by reason of any action alleged to have
been taken or omitted in such person's capacity, if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant. In addition, the Registrant maintains
insurance policies which provide coverage for its officers and directors in
certain situations where the Registrant cannot directly indemnify such officers
or directors.

                                      II-2
4

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

Item 8.           EXHIBITS

                  The following exhibits are filed as part of this Registration
Statement:

                 4.1         Certificate of Incorporation of the Registrant, as
                             amended. Incorporated by reference to Exhibit 3.1
                             to the Registrant's Registration Statement on Form
                             S-1, as amended (File No. 333-64633).

                 4.2         By-Laws of the Registrant, as amended. Incorporated
                             by reference to Exhibit 3.3 to the Registrant's
                             Registration Statement on Form S-1, as amended
                             (File No. 333-64633).

                 5           Opinion of Hale and Dorr LLP.

                 23.1        Consent of PricewaterhouseCoopers LLP.

                 23.2        Consent of Hale and Dorr LLP (included in
                             Exhibit 5).

                 24          Power of Attorney (included in the signature page
                             of this Registration Statement).

Item 9.           UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         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, 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 bona fide offering thereof.

                                      II-3
5

                  (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.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 Quincy, Commonwealth of Massachusetts, on this 30th
day of June 1999.

                                         Network Plus Corp.

                                         By: /s/ James J. Crowley
                                             -----------------------------------
                                             James J. Crowley
                                             Executive Vice President,
                                             Chief Operating Officer and
                                             Secretary

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Network Plus Corp.,
hereby severally constitute and appoint Robert T. Hale, Jr., James J. Crowley,
George Alex and Jeffrey N. Carp, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Network Plus Corp.
to comply with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

                                      II-5
7

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, as of June 30, 1999.

       Name                                   Title

/s/ Robert T. Hale               Chairman of the Board
-----------------------
Robert T. Hale

/s/ Robert T. Hale, Jr.          President, Chief Executive Officer and Director
-----------------------          (Principal Executive Officer)
Robert T. Hale, Jr.

/s/ James J. Crowley             Executive Vice President, Chief Operating
-----------------------          Officer, Secretary and Director
James J. Crowley

/s/ George Alex                  Executive Vice President of Finance, Chief
-----------------------          Financial Officer and Treasurer (Principal
George Alex                      financial and Accounting Officer)

/s/ David Martin
-----------------------
David Martin                     Director

/s/ Joseph C. McNay
-----------------------          Director
Joseph C. McNay

                                      II-6
8

                                  EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION

4.1           Certificate of Incorporation of the Registrant, as amended.
              Incorporated by reference to Exhibit 3.1 to the Registrant's
              Registration Statement on Form S- 1, as amended (File No.
              333-64633).

4.2           By-Laws of the Registrant, as amended. Incorporated by reference
              to Exhibit 3.3 to the Registrant's Registration Statement on Form
              S-1, as amended (File No. 333-64633).

5             Opinion of Hale and Dorr LLP.

23.1          Consent of PricewaterhouseCoopers LLP.

23.2          Consent of Hale and Dorr LLP (included in Exhibit 5).

24            Power of Attorney (included in the signature page of this
              Registration Statement).

                                      II-7