<PAGE>   1
    As filed with the Securities and Exchange Commission on March 17, 1999

                                  File No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                             PICTURETEL CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     04-2835972
    (State or Other Jurisdiction                           (I.R.S. Employer
  of Incorporation or Organization)                        Identification No.)


                               100 Minutemen Road
                          Andover, Massachusetts 01810
                    (Address of Principal Executive Offices)

                          BRUCE BOND STOCK OPTION PLAN


                            (Full Title of the Plan)

                            W. Robert Kellegrew, Esq.
                                 General Counsel
                             PictureTel Corporation
                               100 Minutemen Road
                          Andover, Massachusetts 01810
                                 (978) 292-5000



 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
  Title Of Securities            Amount               Proposed Maximum          Proposed Maximum           Amount Of
         To Be                    To Be              Offering Price Per        Aggregate Offering        Registration
       Registered              Registered                Share (1)                 Price (1)                  Fee
       ----------              ----------                ---------                 ---------                  ---
<S>                          <C>                      <C>                      <C>                        <C>   
Common Stock,
Par Value $.01               1,500,000 shares             $ 6.937                 $10,405,500               $2,893
</TABLE>

(1)      ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE.
         FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE, THE MAXIMUM
         OFFERING PRICE PER SHARE AND MAXIMUM AGGREGATE OFFERING PRICE HAVE BEEN
         DETERMINED PURSUANT TO RULE 457(h) OF THE SECURITIES ACT OF 1933, AS
         AMENDED.


                           EXHIBIT INDEX ON PAGE II-6

                                Page 1 of 6 Pages
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         PictureTel Corporation (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

         (a)      The Registrant's Prospectus filed with the Securities and
                  Exchange Commission (the "Commission") on September 22, 1998
                  under the Securities Act of 1933, as amended, in connection
                  with the Registrant's Registration Statement on Form S-4
                  relating to the Merger of SNI Acquisition Corporation, a
                  California corporation and an indirect wholly owned subsidiary
                  of PictureTel ("Merger Sub"), with and into Starlight Networks
                  Incorporated, a California corporation ("Starlight"), pursuant
                  to an Agreement and Plan of Merger dated as of August 14, 1998
                  by and among PictureTel, PictureTel Technology Corporation, a
                  Delaware corporation and a wholly owned subsidiary of
                  PictureTel, Merger Sub and Starlight.

         (b)      Quarterly Reports on Form 10-Q for the quarters ended June 30,
                  1998 and September 30, 1998, as filed with the Commission
                  pursuant to Section 13 under the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), on August 12, 1998 and
                  November 12, 1998, respectively.

         (c)      Form of the Registrant's Common Stock Certificate
                  (Incorporated by Reference to Exhibit 4(b) to the Registrant's
                  Registration Statement on Form S-8, No. 33-36315, as filed
                  with the Commission on August 10, 1990.)

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

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, as
amended, provides that a corporation may indemnify 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 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 director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against 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 such person's
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the

                                      II-1
<PAGE>   3
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person in fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.

         The Registrant's Third Restated Certificate of Incorporation provides
that the Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent and only to the extent that exculpation from liabilities is
not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined.

Item 7. Exemption From Registration Claimed.

         Not applicable.


                                      II-2
<PAGE>   4
Item 8. Exhibits.

        Exhibit

        3.1.    Third Restated Certificate of Incorporation of the Registrant
                (Incorporated by Reference to Exhibit 3.1.4 of the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended June 27,
                1992).

        3.2.    Amended and Restated By-Laws of the Registrant (Incorporated by
                Reference to Exhibit 1 to the Registrant's Current Report on
                Form 8-K as filed with the Commission on September 14, 1994).

        5.      Opinion of Ropes & Gray.

        10.1.   Bruce Bond Stock Option Plan (Incorporated by Reference to
                Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q
                for the quarter ended March 29, 1998).

        23.1.   Consent of Ropes & Gray (See Exhibit 5).

        23.2.   Consent of PricewaterhouseCoopers LLP.

        24.     Power of Attorney (Included on Signature Page).

Item 9. Undertakings.

        (a)     The undersigned 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 of 1933, each such post-effective
                        amendment shall be deemed to be a new Registration
                        Statement relating to the securities offered herein, and
                        the offering of such securities at that time shall be
                        deemed to be the initial bona fide offering thereof;

                (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.

        (b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the Registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 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 the initial
                bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 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 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

                                      II-3
<PAGE>   5
                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 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 of 1933, as amended,
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Andover, The Commonwealth
of Massachusetts, on this 24th day of January, 1999.

                                      PICTURETEL CORPORATION

                                      By: /s/ Bruce R. Bond

                                         Name:  Bruce R. Bond
                                         Title: Chairman of the Board
                                                President and Chief 
                                                 Executive Officer


                                POWER OF ATTORNEY
Dated:  January 24, 1999

         Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and
each of them singly, his true and lawful attorneys, with full power to them, to
execute in the name and on behalf of such person in the capacities indicated
below any and all amendments (including any post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and hereby ratifies and confirms
his signature as it may be signed by said attorneys, or any of them, to any and
all such amendments.

Signature                Capacity in Which Signed               Date


/s/ Bruce R. Bond                                     
--------------------     Chairman of the Board,             January 24 , 1999
Bruce R. Bond            President and Chief Executive
                         Officer (Principal Executive
                         Officer)

                         
/s/ Arthur L. Fatum                                     
--------------------     Vice President and Chief           January 24, 1999
Arthur L. Fatum          Financial Officer (Principal
                         Financial Officer and Principal
                         Accounting Officer)


/s/ Norman E. Gaut
---------------------    Director                           January 24, 1999
Norman E. Gaut


/s/ David B. Levi
---------------------    Director                           January 24, 1999
David B. Levi


/s/ Robert T. Knight
---------------------    Director                           January 24, 1999
Robert T. Knight


/s/ Enzo Torresi
--------------------     Director                           January 24, 1999
Enzo Torresi





                                      II-5
<PAGE>   7
EXHIBIT INDEX

Number                          Title of Exhibit
------                          ----------------

3.1.                            Third Restated Certificate of Incorporation of
                                the Registrant (Incorporated by Reference to
                                Exhibit 3.1.4 of the Registrant's Quarterly
                                Report on Form 10-Q for the quarter ended June
                                27, 1992).


3.2.                            Amended and Restated By-Laws of the Registrant
                                (Incorporated by Reference to Exhibit 1 to the
                                Registrant's Current Report on Form 8-K as filed
                                with the Commission on September 14, 1994)

5.                              Opinion of Ropes & Gray

10.1                            Bruce Bond Stock Option Plan (Incorporated by
                                Reference to Exhibit 10.3 of the Registrant's
                                Quarterly Report on Form 10-Q for the quarter
                                ended March 29, 1998).


23.1.                           Consent of Ropes & Gray (See Exhibit 5).


23.2.                           Consent of PricewaterhouseCoopers LLP.


24.                             Power of Attorney (Included on Signature Page).

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "PICTURETEL FORM S-8", "secsgml_size_bytes": 17799}]
{"company-data": {"conformed-name": "PICTURETEL CORP", "cik": "0000755095", "assigned-sic": "3661", "irs-number": "042835972", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74583", "film-number": "99567260"}, "business-address": {"street1": "100 MINUTEMAN RD", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "5087625000"}, "mail-address": {"street1": "222 ROSEWOOD DR", "city": "DANVERS", "state": "MA", "zip": "01923"}, "former-company": {"former-conformed-name": "PICTEL CORP", "date-changed": "19870505"}}
1
    As filed with the Securities and Exchange Commission on March 17, 1999

                                  File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             PICTURETEL CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     04-2835972
    (State or Other Jurisdiction                           (I.R.S. Employer
  of Incorporation or Organization)                        Identification No.)

                               100 Minutemen Road
                          Andover, Massachusetts 01810
                    (Address of Principal Executive Offices)

                          BRUCE BOND STOCK OPTION PLAN

                            (Full Title of the Plan)

                            W. Robert Kellegrew, Esq.
                                 General Counsel
                             PictureTel Corporation
                               100 Minutemen Road
                          Andover, Massachusetts 01810
                                 (978) 292-5000

 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title Of Securities            Amount               Proposed Maximum          Proposed Maximum           Amount Of
         To Be                    To Be              Offering Price Per        Aggregate Offering        Registration
       Registered              Registered                Share (1)                 Price (1)                  Fee
       ----------              ----------                ---------                 ---------                  ---
Common Stock,
Par Value $.01               1,500,000 shares             $ 6.937                 $10,405,500               $2,893
(1)      ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE.
         FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE, THE MAXIMUM
         OFFERING PRICE PER SHARE AND MAXIMUM AGGREGATE OFFERING PRICE HAVE BEEN
         DETERMINED PURSUANT TO RULE 457(h) OF THE SECURITIES ACT OF 1933, AS
         AMENDED.

                           EXHIBIT INDEX ON PAGE II-6

                                Page 1 of 6 Pages
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         PictureTel Corporation (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

         (a)      The Registrant's Prospectus filed with the Securities and
                  Exchange Commission (the "Commission") on September 22, 1998
                  under the Securities Act of 1933, as amended, in connection
                  with the Registrant's Registration Statement on Form S-4
                  relating to the Merger of SNI Acquisition Corporation, a
                  California corporation and an indirect wholly owned subsidiary
                  of PictureTel ("Merger Sub"), with and into Starlight Networks
                  Incorporated, a California corporation ("Starlight"), pursuant
                  to an Agreement and Plan of Merger dated as of August 14, 1998
                  by and among PictureTel, PictureTel Technology Corporation, a
                  Delaware corporation and a wholly owned subsidiary of
                  PictureTel, Merger Sub and Starlight.

         (b)      Quarterly Reports on Form 10-Q for the quarters ended June 30,
                  1998 and September 30, 1998, as filed with the Commission
                  pursuant to Section 13 under the Securities Exchange Act of
                  1934, as amended (the "Exchange Act"), on August 12, 1998 and
                  November 12, 1998, respectively.

         (c)      Form of the Registrant's Common Stock Certificate
                  (Incorporated by Reference to Exhibit 4(b) to the Registrant's
                  Registration Statement on Form S-8, No. 33-36315, as filed
                  with the Commission on August 10, 1990.)

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

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, as
amended, provides that a corporation may indemnify 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 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 director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against 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 such person's
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the

                                      II-1
3
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person in fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.

         The Registrant's Third Restated Certificate of Incorporation provides
that the Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent and only to the extent that exculpation from liabilities is
not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined.

Item 7. Exemption From Registration Claimed.

         Not applicable.

                                      II-2
4
Item 8. Exhibits.

        Exhibit

        3.1.    Third Restated Certificate of Incorporation of the Registrant
                (Incorporated by Reference to Exhibit 3.1.4 of the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended June 27,
                1992).

        3.2.    Amended and Restated By-Laws of the Registrant (Incorporated by
                Reference to Exhibit 1 to the Registrant's Current Report on
                Form 8-K as filed with the Commission on September 14, 1994).

        5.      Opinion of Ropes & Gray.

        10.1.   Bruce Bond Stock Option Plan (Incorporated by Reference to
                Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q
                for the quarter ended March 29, 1998).

        23.1.   Consent of Ropes & Gray (See Exhibit 5).

        23.2.   Consent of PricewaterhouseCoopers LLP.

        24.     Power of Attorney (Included on Signature Page).

Item 9. Undertakings.

        (a)     The undersigned 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 of 1933, each such post-effective
                        amendment shall be deemed to be a new Registration
                        Statement relating to the securities offered herein, and
                        the offering of such securities at that time shall be
                        deemed to be the initial bona fide offering thereof;

                (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.

        (b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the Registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 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 the initial
                bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 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 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

                                      II-3
5
                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 Act and will be
                governed by the final adjudication of such issue.

                                      II-4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Andover, The Commonwealth
of Massachusetts, on this 24th day of January, 1999.

                                      PICTURETEL CORPORATION

                                      By: /s/ Bruce R. Bond

                                         Name:  Bruce R. Bond
                                         Title: Chairman of the Board
                                                President and Chief 
                                                 Executive Officer

                                POWER OF ATTORNEY
Dated:  January 24, 1999

         Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and
each of them singly, his true and lawful attorneys, with full power to them, to
execute in the name and on behalf of such person in the capacities indicated
below any and all amendments (including any post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and hereby ratifies and confirms
his signature as it may be signed by said attorneys, or any of them, to any and
all such amendments.

Signature                Capacity in Which Signed               Date

/s/ Bruce R. Bond                                     
--------------------     Chairman of the Board,             January 24 , 1999
Bruce R. Bond            President and Chief Executive
                         Officer (Principal Executive
                         Officer)

                         
/s/ Arthur L. Fatum                                     
--------------------     Vice President and Chief           January 24, 1999
Arthur L. Fatum          Financial Officer (Principal
                         Financial Officer and Principal
                         Accounting Officer)

/s/ Norman E. Gaut
---------------------    Director                           January 24, 1999
Norman E. Gaut

/s/ David B. Levi
---------------------    Director                           January 24, 1999
David B. Levi

/s/ Robert T. Knight
---------------------    Director                           January 24, 1999
Robert T. Knight

/s/ Enzo Torresi
--------------------     Director                           January 24, 1999
Enzo Torresi

                                      II-5
7
EXHIBIT INDEX

Number                          Title of Exhibit
------                          ----------------

3.1.                            Third Restated Certificate of Incorporation of
                                the Registrant (Incorporated by Reference to
                                Exhibit 3.1.4 of the Registrant's Quarterly
                                Report on Form 10-Q for the quarter ended June
                                27, 1992).

3.2.                            Amended and Restated By-Laws of the Registrant
                                (Incorporated by Reference to Exhibit 1 to the
                                Registrant's Current Report on Form 8-K as filed
                                with the Commission on September 14, 1994)

5.                              Opinion of Ropes & Gray

10.1                            Bruce Bond Stock Option Plan (Incorporated by
                                Reference to Exhibit 10.3 of the Registrant's
                                Quarterly Report on Form 10-Q for the quarter
                                ended March 29, 1998).

23.1.                           Consent of Ropes & Gray (See Exhibit 5).

23.2.                           Consent of PricewaterhouseCoopers LLP.

24.                             Power of Attorney (Included on Signature Page).

                                      II-6