<PAGE>   1


    As filed with the Securities and Exchange Commission on November 7, 1995
                                                Registration No. 33-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8

            Registration Statement Under the Securities Act of 1933


                            ATRIX LABORATORIES, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)


             DELAWARE                                           84-1043826     
  -------------------------------                          --------------------
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)




            2579 Midpoint Drive
          Fort Collins, Colorado                                    80525   
 --------------------------------------------                    -----------
  (Address of principal executive offices)                        (Zip Code)


                            ATRIX LABORATORIES, INC.
                         NONQUALIFIED STOCK OPTION PLAN
                         ------------------------------
                            (Full title of the plan)

                John E. Urheim
   Vice Chairman and Chief Executive Officer
             Atrix Laboratories, Inc.
              2579 Midpoint Drive
         Fort Collins, Colorado 80525                     (970) 482-5868     
- ------------------------------------------------   -----------------------------
  (Name and address of agent for service)          (Telephone number, including 
                                                      area code, of agent for 
                                                              service)


                                   Copies to:
                             Warren L. Troupe, Esq.
                                   Kutak Rock
                          717 17th Street, Suite 2900
                            Denver, Colorado  80202

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=========================================================================================================================
                                                           Proposed               Proposed
                                                            maximum               maximum
            Title of                  Amount               offering              aggregate             Amount of
          securities to                to be                 price                offering           registration
          be registered             registered           per share(1)             price(1)                fee
- -------------------------------------------------------------------------------------------------------------------------
     <S>                          <C>                        <C>                  <C>                   <C>
     Common Stock,
       $.01 par value  . .        100,000 Shares             $5.50                $550,000              $189.65
=========================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the average of the high and low prices of the Registrant's Common Stock on
November 6, 1995.

This Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933, as amended.
<PAGE>   2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents, previously filed with the Securities and
Exchange Commission by Atrix Laboratories, Inc. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference.

                 (a)      Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1994;

                 (b)      Quarterly Report on Form 10-Q dated March 31, 1995;

                 (c)      Quarterly Report on Form 10-Q dated June 30, 1995;

                 (d)      The description of the Registrant's Common Stock
         contained in the Registrant's Registration Statement on Form 8-A filed
         January 12, 1990 (File No.: 33-11483);

                 (e)      Current Report on Form 8-K dated January 23, 1995;

                 (f)      Current Report on Form 8-K dated April 28, 1995;

                 (g)      Current Report on Form 8-K dated September 27, 1995;

                 (h)      Current Report on Form 8-K dated October 11, 1995; 
         and 

                 (i)      Report by Issuer of Securities quoted in NASDAQ 
         Interdealer Quotation System on Form 10-C filed with the Securities 
         and Exchange Commission on October 2, 1995.

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

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent




<PAGE>   3
that a statement contained herein or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such 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.  Not Applicable.

Item 5.  Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The General Corporation Law of the State of Delaware permits a
Delaware corporation to indemnify its officers or directors under certain
circumstances.  Such statute provides that, in actions in which the corporation
is not a party, a corporation may indemnify its officers of directors for
losses incurred by them if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation.  In actions in which the corporation is a party, the statute
provides the same standard but prohibits indemnification if the director or
officer is adjudged liable to the corporation.

         The Registrant has implemented such indemnification provisions in its
Certificate of Incorporation which provides that officers and directors shall
be entitled to be indemnified by the corporation to the fullest extent
permitted by law against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement incurred in connection with any action, suit or
proceeding by reason of the fact that he is or was an officer or director of
the Registrant.

Item 7.  Not Applicable.

Item 8.  Exhibits

         The following is a complete list of Exhibits filed as part of this
Registration Statement.  Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.

<TABLE>
<CAPTION>
Exhibit
Number                   Description
- ------                   -----------
<S>              <C>
4.01             Form of Common Stock Certificate(1)

5.01             Opinion and Consent of Kutak Rock*

23.01            Consent of Counsel is contained in Opinion of
                 Counsel filed as exhibit 5.01
</TABLE>




<PAGE>   4
<TABLE>
<S>              <C>
23.02            Consent of Deloitte & Touche LLP*

24.01            Powers of Attorney included at page S-2 of this
                 Registration Statement are incorporated herein by
                 reference.
</TABLE>

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

(*)      Filed herewith.

(1)      Filed with the Registrant's Registration Statement on Form S-1 (File 
         No. 33-34882) and incorporated herein by reference.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

                 (a) (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
                           (the "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.

                          (2)     That, for the purpose of determining any
                 liability under the Act, each such post-effective amendment 
                 shall be deemed to be a new registration statement relating 
                 to the securities offered therein, and the offering of such 
                 securities at that time shall be deemed to be the initial 
                 bona fide offering thereof.

                          (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.





<PAGE>   5
                 (b)      That, for purposes of determining any liability under
         the Act, each filing of the Registrant's annual report pursuant to 
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is 
         incorporated by reference in this 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.

         Insofar as indemnification for liabilities arising under the 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 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.





<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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Collins, State of
Colorado, on October 31, 1995.

                                          ATRIX LABORATORIES, INC.


                                          By:  /s/ John E. Urheim           
                                               ---------------------------------
                                               John E. Urheim, Vice Chairman, 
                                               Chief Executive Officer





<PAGE>   7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E.  Urheim, his true and lawful
attorney-in-fact and agent with full power 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 on Form S-8 and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, to all intents and purposes and
as full as they might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.

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




<TABLE>
<CAPTION>
                       Signature                               Title                            Date
                       ---------                               -----                            ----
           <S>                                  <C>                                       <C>
           /s/ William C. O'Neil, Jr.           Chairman of the Board of Directors        October 31, 1995
           ----------------------------------                                                             
           William C. O'Neil, Jr.



           /s/ John E. Urheim                   Vice Chairman and Chief Executive         October 31, 1995
           ----------------------------------   Officer                                                   
           John E. Urheim                              



           /s/ Dr. G. Lee Southard              President, Chief Scientific Officer       October 31, 1995
           ----------------------------------   and Director                                              
           Dr. G. Lee Southard                              



           /s/ Kimberly A. Marks                Corporate Controller, Assistant           October 31, 1995
           ----------------------------------   Secretary and Assistant Treasurer                         
           Kimberly A. Marks                                                     
</TABLE>




                                     S-2

<PAGE>   8


<TABLE>
           <S>                                  <C>                                       <C>
           /s/ David R. Bethune                 Director                                  October 31, 1995
           ----------------------------------                                                             
           David R. Bethune



           /s/ Dr. Walter D. Cohen              Director                                  October 31, 1995
           ----------------------------------                                                             
           Dr. Walter D. Cohen



           /s/ Dr. Jere E. Goyan                Director                                  October 31, 1995
           ----------------------------------                                                             
           Dr. Jere E. Goyan



           /s/ Dr. R. Bruce Merrifield          Director                                  October 31, 1995
           ----------------------------------                                                             
           Dr. R. Bruce Merrifield



           /s/ C. Rodney O'Connor               Director                                  October 31, 1995
           ----------------------------------                                                             
           C. Rodney O'Connor
</TABLE>




                                      S-3




<PAGE>   9
                                EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                      Description                                 Page
- ------                      -----------                                 ----
<S>              <C>                                                    <C>
4.01             Form of Common Stock Certificate(1)

5.01             Opinion and Consent of Kutak Rock*

23.01            Consent of Counsel is contained in Opinion of
                 Counsel filed as exhibit 5.01

23.02            Consent of Deloitte & Touche LLP*

24.01            Powers of Attorney included at page S-2 of this
                 Registration Statement are incorporated herein by
                 reference.
</TABLE>

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

(*)      Filed herewith.

(1)      Filed with the Registrant's Registration Statement on Form S-1 (File 
         No. 33-34882) and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 (FILED ON NOV. 7, 1995)", "secsgml_size_bytes": 18206}]
{"company-data": {"conformed-name": "ATRIX LABORATORIES INC", "cik": "0000809875", "assigned-sic": "2834", "irs-number": "841043826", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64029", "film-number": "95587776"}, "business-address": {"street1": "2579 MIDPOINT DR", "city": "FORT COLLINS", "state": "CO", "zip": "80525", "phone": "3034825868"}, "mail-address": {"street1": "2579 MIDPOINT DR", "city": "FORT COLLINS", "state": "CO", "zip": "80525"}, "former-company": {"former-conformed-name": "VIPONT RESEARCH LABORATORIES INC", "date-changed": "19891218"}}
1

    As filed with the Securities and Exchange Commission on November 7, 1995
                                                Registration No. 33-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8

            Registration Statement Under the Securities Act of 1933

                            ATRIX LABORATORIES, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                           84-1043826     
  -------------------------------                          --------------------
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)

            2579 Midpoint Drive
          Fort Collins, Colorado                                    80525   
 --------------------------------------------                    -----------
  (Address of principal executive offices)                        (Zip Code)

                            ATRIX LABORATORIES, INC.
                         NONQUALIFIED STOCK OPTION PLAN
                         ------------------------------
                            (Full title of the plan)

                John E. Urheim
   Vice Chairman and Chief Executive Officer
             Atrix Laboratories, Inc.
              2579 Midpoint Drive
         Fort Collins, Colorado 80525                     (970) 482-5868     
- ------------------------------------------------   -----------------------------
  (Name and address of agent for service)          (Telephone number, including 
                                                      area code, of agent for 
                                                              service)

                                   Copies to:
                             Warren L. Troupe, Esq.
                                   Kutak Rock
                          717 17th Street, Suite 2900
                            Denver, Colorado  80202

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                           Proposed               Proposed
                                                            maximum               maximum
            Title of                  Amount               offering              aggregate             Amount of
          securities to                to be                 price                offering           registration
          be registered             registered           per share(1)             price(1)                fee
- -------------------------------------------------------------------------------------------------------------------------
Common Stock,
       $.01 par value  . .        100,000 Shares             $5.50                $550,000              $189.65
=========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the average of the high and low prices of the Registrant's Common Stock on
November 6, 1995.

This Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933, as amended.
2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents, previously filed with the Securities and
Exchange Commission by Atrix Laboratories, Inc. (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference.

                 (a)      Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1994;

                 (b)      Quarterly Report on Form 10-Q dated March 31, 1995;

                 (c)      Quarterly Report on Form 10-Q dated June 30, 1995;

                 (d)      The description of the Registrant's Common Stock
         contained in the Registrant's Registration Statement on Form 8-A filed
         January 12, 1990 (File No.: 33-11483);

                 (e)      Current Report on Form 8-K dated January 23, 1995;

                 (f)      Current Report on Form 8-K dated April 28, 1995;

                 (g)      Current Report on Form 8-K dated September 27, 1995;

                 (h)      Current Report on Form 8-K dated October 11, 1995; 
         and 

                 (i)      Report by Issuer of Securities quoted in NASDAQ 
         Interdealer Quotation System on Form 10-C filed with the Securities 
         and Exchange Commission on October 2, 1995.

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

         Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent
3
that a statement contained herein or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such 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.  Not Applicable.

Item 5.  Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The General Corporation Law of the State of Delaware permits a
Delaware corporation to indemnify its officers or directors under certain
circumstances.  Such statute provides that, in actions in which the corporation
is not a party, a corporation may indemnify its officers of directors for
losses incurred by them if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation.  In actions in which the corporation is a party, the statute
provides the same standard but prohibits indemnification if the director or
officer is adjudged liable to the corporation.

         The Registrant has implemented such indemnification provisions in its
Certificate of Incorporation which provides that officers and directors shall
be entitled to be indemnified by the corporation to the fullest extent
permitted by law against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement incurred in connection with any action, suit or
proceeding by reason of the fact that he is or was an officer or director of
the Registrant.

Item 7.  Not Applicable.

Item 8.  Exhibits

         The following is a complete list of Exhibits filed as part of this
Registration Statement.  Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number                   Description
- ------                   -----------
4.01             Form of Common Stock Certificate(1)

5.01             Opinion and Consent of Kutak Rock*

23.01            Consent of Counsel is contained in Opinion of
                 Counsel filed as exhibit 5.01
4
23.02            Consent of Deloitte & Touche LLP*

24.01            Powers of Attorney included at page S-2 of this
                 Registration Statement are incorporated herein by
                 reference.
- -----------------

(*)      Filed herewith.

(1)      Filed with the Registrant's Registration Statement on Form S-1 (File 
         No. 33-34882) and incorporated herein by reference.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

                 (a) (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
                           (the "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.

                          (2)     That, for the purpose of determining any
                 liability under the Act, each such post-effective amendment 
                 shall be deemed to be a new registration statement relating 
                 to the securities offered therein, and the offering of such 
                 securities at that time shall be deemed to be the initial 
                 bona fide offering thereof.

                          (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.
5
                 (b)      That, for purposes of determining any liability under
         the Act, each filing of the Registrant's annual report pursuant to 
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is 
         incorporated by reference in this 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.

         Insofar as indemnification for liabilities arising under the 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 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.
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Collins, State of
Colorado, on October 31, 1995.

                                          ATRIX LABORATORIES, INC.

                                          By:  /s/ John E. Urheim           
                                               ---------------------------------
                                               John E. Urheim, Vice Chairman, 
                                               Chief Executive Officer
7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E.  Urheim, his true and lawful
attorney-in-fact and agent with full power 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 on Form S-8 and file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, to all intents and purposes and
as full as they might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                               Title                            Date
                       ---------                               -----                            ----
/s/ William C. O'Neil, Jr.           Chairman of the Board of Directors        October 31, 1995
           ----------------------------------                                                             
           William C. O'Neil, Jr.

           /s/ John E. Urheim                   Vice Chairman and Chief Executive         October 31, 1995
           ----------------------------------   Officer                                                   
           John E. Urheim                              

           /s/ Dr. G. Lee Southard              President, Chief Scientific Officer       October 31, 1995
           ----------------------------------   and Director                                              
           Dr. G. Lee Southard                              

           /s/ Kimberly A. Marks                Corporate Controller, Assistant           October 31, 1995
           ----------------------------------   Secretary and Assistant Treasurer                         
           Kimberly A. Marks
S-2
8
/s/ David R. Bethune                 Director                                  October 31, 1995
           ----------------------------------                                                             
           David R. Bethune

           /s/ Dr. Walter D. Cohen              Director                                  October 31, 1995
           ----------------------------------                                                             
           Dr. Walter D. Cohen

           /s/ Dr. Jere E. Goyan                Director                                  October 31, 1995
           ----------------------------------                                                             
           Dr. Jere E. Goyan

           /s/ Dr. R. Bruce Merrifield          Director                                  October 31, 1995
           ----------------------------------                                                             
           Dr. R. Bruce Merrifield

           /s/ C. Rodney O'Connor               Director                                  October 31, 1995
           ----------------------------------                                                             
           C. Rodney O'Connor
S-3
9
                                EXHIBIT INDEX
Exhibit
Number                      Description                                 Page
- ------                      -----------                                 ----
4.01             Form of Common Stock Certificate(1)

5.01             Opinion and Consent of Kutak Rock*

23.01            Consent of Counsel is contained in Opinion of
                 Counsel filed as exhibit 5.01

23.02            Consent of Deloitte & Touche LLP*

24.01            Powers of Attorney included at page S-2 of this
                 Registration Statement are incorporated herein by
                 reference.
- -----------------

(*)      Filed herewith.

(1)      Filed with the Registrant's Registration Statement on Form S-1 (File 
         No. 33-34882) and incorporated herein by reference.