<PAGE>   1
    As filed with the Securities and Exchange Commission on November 3, 1998

                                             Registration No.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           PENWEST PHARMACEUTICALS CO.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                   Washington
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   91-1513032
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)


                         2981 Route 22, Patterson, N.Y.               12563-9970
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)          (Zip Code)


             PENWEST PHARMACEUTICALS CO. 1998 SPINOFF OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)


                                 Tod R. Hamachek
                           Penwest Pharmaceuticals Co.
                                  2981 Route 22
                           Patterson, N.Y. 12563-9970
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)


                                 (914) 878-3414
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================
     Title of                        Proposed        Proposed        Amount of
    Securities        Amount          Maximum         Maximum      Registration
       to be           to be       Offering Price    Aggregate          Fee
    Registered      Registered       Per Share     Offering Price
--------------------------------------------------------------------------------
<S>               <C>                  <C>        <C>                <C>
Common Stock,     988,134 shares       $5.88(1)   $5,810,227.92(1)   $1,616
$.001 par value
per share
================================================================================
</TABLE>

-----------
(1) Estimated solely for the purpose of calculating the registration fee, and
    based upon the average of the high and low prices of the Common Stock as
    reported on the Nasdaq National Market on October 27, 1998 in accordance
    with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.


<PAGE>   2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the 1998 Spinoff Option Plan of Penwest
Pharmaceuticals Co., a Washington corporation (the "Registrant"), 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), 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 following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:


              (a)   The Registrant's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act, or effective registration
         statement on Form 10 filed under the Exchange Act, that contains,
         either directly or by incorporation by reference, audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

              (b)   All other reports filed pursuant to Sections 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         document referred to in (a) above.

              (c)   The description of the Common Stock, $.001 par value per
         share ("Common Stock"), contained in the registration statement on Form
         10 of the Registrant filed under 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4. DESCRIPTION OF SECURITIES.

                 Not Applicable.

         Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not Applicable.


<PAGE>   3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Washington Business Corporation Act and the Registrant's Amended
and Restated Bylaws provide for indemnification of the Registrant's directors
and officers for liabilities and expenses that they may incur in such
capacities. In general, under the Registrant's Amended and Restated Bylaws,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. The Registrant has director and officer liability insurance that
insures the directors and officers of the Registrant against certain
liabilities.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

Item 8. EXHIBITS.

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9. UNDERTAKINGS.

1.      The Registrant hereby undertakes:

        (a)   to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i)   to include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

              (ii)  to reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement; and

              (iii) 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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

        (b)   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


<PAGE>   4
        the securities offered therein, and the offering of such securities at
        that time shall be deemed to be the initial bona fide offering thereof.

             (c)   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 undersigned 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 Securities and Exchange
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.

<PAGE>   5
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, 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 Patterson, State of New York, on this 30th day of
October, 1998.

                                               PENWEST PHARMACEUTICALS CO.



                                               By: /s/ Tod R. Hamachek
                                                   -------------------------
                                                   Tod R. Hamachek
                                                   Chairman of the Board and
                                                    Chief Executive Officer



                                POWER OF ATTORNEY

           We, the undersigned officers and directors of Penwest Pharmaceuticals
Co. hereby severally constitute Tod R. Hamachek, John V. Talley, Jr. and
Jennifer L. Good, and each of them singly, our true and lawful attorneys with
full power to any of them, and to 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 pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our name and
on our behalf in our capacities as officers and directors to enable Penwest
Pharmaceuticals Co. to comply with the provisions of the Securities Act and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

           Signature                    Title                         Date
           ---------                    -----                         ----


/s/ Tod R. Hamachek          Chairman of the Board and Chief    October 30, 1998
------------------------     Executive Officer
    Tod R. Hamachek            (Principal Executive Officer)


/s/ Jennifer L. Good         Vice President, Finance and Chief  October 30, 1998
------------------------     Financial Officer (Principal
    Jennifer L. Good          Financial and Accounting Officer)


/s/ John V. Talley, Jr.      President, Chief Operating         October 30, 1998
------------------------     Officer, and Director
    John V. Talley, Jr.



<PAGE>   6

/s/ Paul E. Freiman          Director                           October 30, 1998
------------------------
   Paul E. Freiman


/s/ Jere E. Goyan, Ph.D.     Director                           October 30, 1998
------------------------
   Jere E. Goyan, Ph.D.


/s/ Rolf H. Henel            Director                           October 30, 1998
------------------------
   Rolf H. Henel


/s/ Robert J. Hennessey      Director                           October 30, 1998
------------------------
   Robert J. Hennessey


/s/ N. Stewart Rogers        Director                           October 30, 1998
------------------------
   N. Stewart Rogers


<PAGE>   7
                                  EXHIBIT INDEX

     EXHIBIT
       NO.                         DESCRIPTION
     -------                       -----------

       4.1*  --  Amended and Restated Articles of Incorporation.

       4.2** --  Articles of Amendment to the Amended and Restated Articles of
                 Incorporation filed on June 19, 1998.

       4.3*  --  Amended and Restated Bylaws of the Registrant.

       4.4*  --  Specimen certificate representing the Common Stock.

       4.5** --  Form of Rights Agreement dated as of July 27, 1988 between the
                 Company and the Rights Agent

       5.    --  Opinion of Hale and Dorr LLP

      23.1   --  Consent of Ernst & Young LLP

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

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


----------

*   Incorporated by reference to Exhibits to the Registrant's Registration
    Statement on Form S-1 (File No. 333-38389).

**  Incorporated by reference to Exhibits to the Registrant's Registration
    Statement on Form 10 (File No. 000-23467)
[{"type": "S-8", "sequence": "1", "description": "PENWEST PHARMACEUTICALS CO.", "secsgml_size_bytes": 15785}]
{"company-data": {"conformed-name": "PENWEST PHARMACEUTICALS CO", "cik": "0001047188", "assigned-sic": "2834", "irs-number": "911513032", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66733", "film-number": "98737150"}, "business-address": {"street1": "2981 ROUTE 22", "city": "PATTERSON", "state": "NY", "zip": "12563-9970", "phone": "9148783414"}, "mail-address": {"street1": "2981 ROUTE 22", "street2": "2981 ROUTE 22", "city": "PATTERSON", "state": "NY", "zip": "12563-9970"}}
1
    As filed with the Securities and Exchange Commission on November 3, 1998

                                             Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  -------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           PENWEST PHARMACEUTICALS CO.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   Washington
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   91-1513032
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                         2981 Route 22, Patterson, N.Y.               12563-9970
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)          (Zip Code)

             PENWEST PHARMACEUTICALS CO. 1998 SPINOFF OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Tod R. Hamachek
                           Penwest Pharmaceuticals Co.
                                  2981 Route 22
                           Patterson, N.Y. 12563-9970
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (914) 878-3414
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
     Title of                        Proposed        Proposed        Amount of
    Securities        Amount          Maximum         Maximum      Registration
       to be           to be       Offering Price    Aggregate          Fee
    Registered      Registered       Per Share     Offering Price
--------------------------------------------------------------------------------
Common Stock,     988,134 shares       $5.88(1)   $5,810,227.92(1)   $1,616
$.001 par value
per share
================================================================================
-----------
(1) Estimated solely for the purpose of calculating the registration fee, and
    based upon the average of the high and low prices of the Common Stock as
    reported on the Nasdaq National Market on October 27, 1998 in accordance
    with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the 1998 Spinoff Option Plan of Penwest
Pharmaceuticals Co., a Washington corporation (the "Registrant"), 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), 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 following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:

              (a)   The Registrant's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act, or effective registration
         statement on Form 10 filed under the Exchange Act, that contains,
         either directly or by incorporation by reference, audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

              (b)   All other reports filed pursuant to Sections 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         document referred to in (a) above.

              (c)   The description of the Common Stock, $.001 par value per
         share ("Common Stock"), contained in the registration statement on Form
         10 of the Registrant filed under 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4. DESCRIPTION OF SECURITIES.

                 Not Applicable.

         Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not Applicable.
3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Washington Business Corporation Act and the Registrant's Amended
and Restated Bylaws provide for indemnification of the Registrant's directors
and officers for liabilities and expenses that they may incur in such
capacities. In general, under the Registrant's Amended and Restated Bylaws,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. The Registrant has director and officer liability insurance that
insures the directors and officers of the Registrant against certain
liabilities.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

Item 8. EXHIBITS.

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9. UNDERTAKINGS.

1.      The Registrant hereby undertakes:

        (a)   to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i)   to include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

              (ii)  to reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement; and

              (iii) 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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

        (b)   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
4
        the securities offered therein, and the offering of such securities at
        that time shall be deemed to be the initial bona fide offering thereof.

             (c)   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 undersigned 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 Securities and Exchange
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.
5
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, 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 Patterson, State of New York, on this 30th day of
October, 1998.

                                               PENWEST PHARMACEUTICALS CO.

                                               By: /s/ Tod R. Hamachek
                                                   -------------------------
                                                   Tod R. Hamachek
                                                   Chairman of the Board and
                                                    Chief Executive Officer

                                POWER OF ATTORNEY

           We, the undersigned officers and directors of Penwest Pharmaceuticals
Co. hereby severally constitute Tod R. Hamachek, John V. Talley, Jr. and
Jennifer L. Good, and each of them singly, our true and lawful attorneys with
full power to any of them, and to 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 pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our name and
on our behalf in our capacities as officers and directors to enable Penwest
Pharmaceuticals Co. to comply with the provisions of the Securities Act and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

           Signature                    Title                         Date
           ---------                    -----                         ----

/s/ Tod R. Hamachek          Chairman of the Board and Chief    October 30, 1998
------------------------     Executive Officer
    Tod R. Hamachek            (Principal Executive Officer)

/s/ Jennifer L. Good         Vice President, Finance and Chief  October 30, 1998
------------------------     Financial Officer (Principal
    Jennifer L. Good          Financial and Accounting Officer)

/s/ John V. Talley, Jr.      President, Chief Operating         October 30, 1998
------------------------     Officer, and Director
    John V. Talley, Jr.
6

/s/ Paul E. Freiman          Director                           October 30, 1998
------------------------
   Paul E. Freiman

/s/ Jere E. Goyan, Ph.D.     Director                           October 30, 1998
------------------------
   Jere E. Goyan, Ph.D.

/s/ Rolf H. Henel            Director                           October 30, 1998
------------------------
   Rolf H. Henel

/s/ Robert J. Hennessey      Director                           October 30, 1998
------------------------
   Robert J. Hennessey

/s/ N. Stewart Rogers        Director                           October 30, 1998
------------------------
   N. Stewart Rogers
7
                                  EXHIBIT INDEX

     EXHIBIT
       NO.                         DESCRIPTION
     -------                       -----------

       4.1*  --  Amended and Restated Articles of Incorporation.

       4.2** --  Articles of Amendment to the Amended and Restated Articles of
                 Incorporation filed on June 19, 1998.

       4.3*  --  Amended and Restated Bylaws of the Registrant.

       4.4*  --  Specimen certificate representing the Common Stock.

       4.5** --  Form of Rights Agreement dated as of July 27, 1988 between the
                 Company and the Rights Agent

       5.    --  Opinion of Hale and Dorr LLP

      23.1   --  Consent of Ernst & Young LLP

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

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

----------

*   Incorporated by reference to Exhibits to the Registrant's Registration
    Statement on Form S-1 (File No. 333-38389).

**  Incorporated by reference to Exhibits to the Registrant's Registration
    Statement on Form 10 (File No. 000-23467)