<PAGE>
 
     As filed with the Securities and Exchange Commission on May 23, 1996

                                                   Registration No. 333-
                                                                                
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------

                          OPTICAL SENSORS INCORPORATED
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             41-1643592
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)


7615 GOLDEN TRIANGLE DRIVE, SUITE A, MINNEAPOLIS, MINNESOTA         55344
        (Address of Principal Executive Offices)                  (Zip Code)


                          OPTICAL SENSORS INCORPORATED
                             1993 STOCK OPTION PLAN

                          OPTICAL SENSORS INCORPORATED
                         1989 OMNIBUS STOCK OPTION PLAN
                           (Full title of the plans)

                                SAM B. HUMPHRIES
                            CHIEF EXECUTIVE OFFICER
                      7615 GOLDEN TRIANGLE DRIVE, SUITE A
                          MINNEAPOLIS, MINNESOTA 55344
                    (Name and address of agent for service)

                                 (612) 944-5857
         (Telephone number, including area code, of agent for service)

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

        Approximate date of commencement of proposed sale to the public:
           Immediately upon the filing of this Registration Statement

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
==========================================================================================================
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF SECURITIES         AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING       AMOUNT OF
TO BE REGISTERED            REGISTERED(1)        PER SHARE(2)            PRICE(2)         REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                  <C>                   <C> 
Common Stock, par
value $0.01 per share       994,724 shares          $1.94             $1,929,765              $665.44
==========================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as
     amended, this Registration Statement also covers such indeterminate number
     of additional shares as may be issuable as a result of anti-dilution
     provisions of the employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee and calculated as follows: (i) with respect to options to
     purchase shares previously granted under the plans, on the basis of the
     weighted average exercise price of such option grants and (ii) with respect
     to options to be granted under the plan, on the basis of the average
     between the high and low sale prices of the Registrant's Common Stock on
     May 20, 1996 on the over-the-counter market, as reported by the Nasdaq
     National Market.

================================================================================
<PAGE>
 
                                    PART II

                              INFORMATION REQUIRED
                         IN THE REGISTRATION STATEMENT


     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

          The following documents filed with the Securities and Exchange
     Commission (the "Commission") are incorporated by reference in this
     Registration Statement: (1) the Company's Prospectus dated February 14,
     1996, as filed with the Commission on February 15, 1996 pursuant to Rule
     424(b) under the Securities Act of 1933, as amended; (2) all other reports
     filed by the Company pursuant to Sections 13 or 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") since December 31,
     1995; and (3) the description of the Company's Common Stock contained in
     its Registration Statement on Form 8-A, including any amendments or reports
     filed for the purpose of updating such description (File No. 0-27600).

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

     Item 4.  Description of Securities.
              ------------------------- 

          Not applicable.  The Company's Common Stock to be offered pursuant to
     this Registration Statement has been registered under Section 12 of the
     Exchange Act as described in Item 3 of this Part II.


     Item 5.  Interests of Named Experts and Counsel.
              -------------------------------------- 

          Not applicable.


     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

          Delaware law and the Company's Restated Certificate of Incorporation
     provide that the Company shall, under certain circumstances and subject to
     certain limitations, indemnify any person made or threatened to be made a
     party to a proceeding by reasons of that person's former or present
     official capacity with the Company against judgments, penalties, fines,
     settlements and reasonable expenses.  Any such person is also entitled,
     subject to certain limitations, to payment or reimbursement of reasonable
     expenses in advance of the final disposition of the proceeding.

          The Company also maintains a directors and officers insurance policy
     pursuant to which directors and officers of the Company are insured against
     liability for certain actions in their capacity as directors and officers.

                                       2
<PAGE>
 
     Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

          No securities are to be reoffered or resold pursuant to this
     Registration Statement.

     Item 8.  Exhibits.
              -------- 

     4.1*    Restated Certificate of Incorporation.

     4.2*    Bylaws.

     4.3*    Form of the Company's Common Stock certificate.

     5.1**   Opinion and Consent of Oppenheimer Wolff & Donnelly.

     23.1    Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).

     23.2**  Consent of Independent Auditors.

     24.1    Power of Attorney (included on page 5 of this Registration
             Statement).

     ----------- 
     *     Incorporated by reference to the exhibits to the Company's
           Registration Statement on Form S-1 (File No. 33-99904).

     **    Filed herewith.


     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:

               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

               (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, represents a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

                                       3
<PAGE>
 
               (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)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           by the registrant pursuant to Section 13 or Section 15(d) of the
           Securities Exchange Act of 1934 that are incorporated by reference 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 therein, 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 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to 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 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.

                                       4
<PAGE>
 
                                   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 Minneapolis, State of Minnesota, on May 22, 1996.

                                         OPTICAL SENSORS INCORPORATED

                                         By: /s/ Sam B. Humphries
                                            _______________________________
                                              Sam B. Humphries
                                              Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sam B. Humphries and Wesley G. Peterson and each
or any one of them, his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 22,
1996 in the capacities indicated.

Signature                     Title
- ---------                     -----

/s/ Sam B. Humphries
- -------------------------     President, Chief Executive Officer and Director
Sam B. Humphries              (Principal Executive Officer)

/s/ Wesley G. Peterson
- -------------------------     Chief Financial Officer, Vice President of Finance
Wesley G. Peterson            and Administration and Secretary
                              (Principal Financial and Accounting Officer)

/s/ Promod Haque, Ph.D.
- -------------------------     Director
Promod Haque, Ph.D.

/s/ Peter H. McNerney
- -------------------------     Director
Peter H. McNerney

/s/ John M. Nehra
- --------------------------    Director
John M. Nehra

/s/ Demetre Nicoloff, M.D.
- --------------------------    Director
Demetre Nicoloff, M.D.

/s/ Gary A. Peterson
- -------------------------     Director
Gary A. Peterson

                                       5
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

Exhibit                                                                Page No.
- -------                                                                --------

4.1*    Restated Certificate of Incorporation

4.2*    Bylaws

4.3*    Form of the Company's Common Stock certificate

5.1**   Opinion and Consent of Oppenheimer Wolff & Donnelly

23.1    Consent of Oppenheimer Wolff & Donnelly
        (included in Exhibit 5.1)

23.2**  Consent of Independent Auditors

24.1    Power of Attorney (included on page 5 of this
        Registration Statement)
- -----------
*       Incorporated by reference to the exhibits to the Company's Registration 
        Statement on Form S-1 (File No. 33-99904).

**      Filed herewith.

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16758}]
{"company-data": {"conformed-name": "OPTICAL SENSORS INC", "cik": "0000907658", "assigned-sic": "3841", "irs-number": "411643592", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04373", "film-number": "96571484"}, "business-address": {"street1": "7615 GOLDEN TRIANGLE DRIVE", "street2": "STE A", "city": "EDEN PRARIE", "state": "MN", "zip": "55344"}, "mail-address": {"street1": "7615 GOLDEN TRIANGLE DR STE A", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}}
As filed with the Securities and Exchange Commission on May 23, 1996

                                                   Registration No. 333-
                                                                                
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------

                          OPTICAL SENSORS INCORPORATED
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             41-1643592
 (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

7615 GOLDEN TRIANGLE DRIVE, SUITE A, MINNEAPOLIS, MINNESOTA         55344
        (Address of Principal Executive Offices)                  (Zip Code)

                          OPTICAL SENSORS INCORPORATED
                             1993 STOCK OPTION PLAN

                          OPTICAL SENSORS INCORPORATED
                         1989 OMNIBUS STOCK OPTION PLAN
                           (Full title of the plans)

                                SAM B. HUMPHRIES
                            CHIEF EXECUTIVE OFFICER
                      7615 GOLDEN TRIANGLE DRIVE, SUITE A
                          MINNEAPOLIS, MINNESOTA 55344
                    (Name and address of agent for service)

                                 (612) 944-5857
         (Telephone number, including area code, of agent for service)

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

        Approximate date of commencement of proposed sale to the public:
           Immediately upon the filing of this Registration Statement

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

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF SECURITIES         AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING       AMOUNT OF
TO BE REGISTERED            REGISTERED(1)        PER SHARE(2)            PRICE(2)         REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.01 per share       994,724 shares          $1.94             $1,929,765              $665.44
==========================================================================================================
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as
     amended, this Registration Statement also covers such indeterminate number
     of additional shares as may be issuable as a result of anti-dilution
     provisions of the employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee and calculated as follows: (i) with respect to options to
     purchase shares previously granted under the plans, on the basis of the
     weighted average exercise price of such option grants and (ii) with respect
     to options to be granted under the plan, on the basis of the average
     between the high and low sale prices of the Registrant's Common Stock on
     May 20, 1996 on the over-the-counter market, as reported by the Nasdaq
     National Market.

================================================================================
PART II

                              INFORMATION REQUIRED
                         IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

          The following documents filed with the Securities and Exchange
     Commission (the "Commission") are incorporated by reference in this
     Registration Statement: (1) the Company's Prospectus dated February 14,
     1996, as filed with the Commission on February 15, 1996 pursuant to Rule
     424(b) under the Securities Act of 1933, as amended; (2) all other reports
     filed by the Company pursuant to Sections 13 or 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") since December 31,
     1995; and (3) the description of the Company's Common Stock contained in
     its Registration Statement on Form 8-A, including any amendments or reports
     filed for the purpose of updating such description (File No. 0-27600).

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

     Item 4.  Description of Securities.
              ------------------------- 

          Not applicable.  The Company's Common Stock to be offered pursuant to
     this Registration Statement has been registered under Section 12 of the
     Exchange Act as described in Item 3 of this Part II.

     Item 5.  Interests of Named Experts and Counsel.
              -------------------------------------- 

          Not applicable.

     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

          Delaware law and the Company's Restated Certificate of Incorporation
     provide that the Company shall, under certain circumstances and subject to
     certain limitations, indemnify any person made or threatened to be made a
     party to a proceeding by reasons of that person's former or present
     official capacity with the Company against judgments, penalties, fines,
     settlements and reasonable expenses.  Any such person is also entitled,
     subject to certain limitations, to payment or reimbursement of reasonable
     expenses in advance of the final disposition of the proceeding.

          The Company also maintains a directors and officers insurance policy
     pursuant to which directors and officers of the Company are insured against
     liability for certain actions in their capacity as directors and officers.

                                       2
Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

          No securities are to be reoffered or resold pursuant to this
     Registration Statement.

     Item 8.  Exhibits.
              -------- 

     4.1*    Restated Certificate of Incorporation.

     4.2*    Bylaws.

     4.3*    Form of the Company's Common Stock certificate.

     5.1**   Opinion and Consent of Oppenheimer Wolff & Donnelly.

     23.1    Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).

     23.2**  Consent of Independent Auditors.

     24.1    Power of Attorney (included on page 5 of this Registration
             Statement).

     ----------- 
     *     Incorporated by reference to the exhibits to the Company's
           Registration Statement on Form S-1 (File No. 33-99904).

     **    Filed herewith.

     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:

               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

               (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, represents a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

                                       3
(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)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           by the registrant pursuant to Section 13 or Section 15(d) of the
           Securities Exchange Act of 1934 that are incorporated by reference 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 therein, 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 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to 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 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.

                                       4
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 Minneapolis, State of Minnesota, on May 22, 1996.

                                         OPTICAL SENSORS INCORPORATED

                                         By: /s/ Sam B. Humphries
                                            _______________________________
                                              Sam B. Humphries
                                              Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sam B. Humphries and Wesley G. Peterson and each
or any one of them, his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 22,
1996 in the capacities indicated.

Signature                     Title
- ---------                     -----

/s/ Sam B. Humphries
- -------------------------     President, Chief Executive Officer and Director
Sam B. Humphries              (Principal Executive Officer)

/s/ Wesley G. Peterson
- -------------------------     Chief Financial Officer, Vice President of Finance
Wesley G. Peterson            and Administration and Secretary
                              (Principal Financial and Accounting Officer)

/s/ Promod Haque, Ph.D.
- -------------------------     Director
Promod Haque, Ph.D.

/s/ Peter H. McNerney
- -------------------------     Director
Peter H. McNerney

/s/ John M. Nehra
- --------------------------    Director
John M. Nehra

/s/ Demetre Nicoloff, M.D.
- --------------------------    Director
Demetre Nicoloff, M.D.

/s/ Gary A. Peterson
- -------------------------     Director
Gary A. Peterson

                                       5
INDEX TO EXHIBITS
                               -----------------

Exhibit                                                                Page No.
- -------                                                                --------

4.1*    Restated Certificate of Incorporation

4.2*    Bylaws

4.3*    Form of the Company's Common Stock certificate

5.1**   Opinion and Consent of Oppenheimer Wolff & Donnelly

23.1    Consent of Oppenheimer Wolff & Donnelly
        (included in Exhibit 5.1)

23.2**  Consent of Independent Auditors

24.1    Power of Attorney (included on page 5 of this
        Registration Statement)
- -----------
*       Incorporated by reference to the exhibits to the Company's Registration 
        Statement on Form S-1 (File No. 33-99904).

**      Filed herewith.

                                       6