<PAGE>

     As filed with the Securities and Exchange Commission on October 19, 2000
                                                     Registration No. 333-
===============================================================================

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

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

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

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

            DELAWARE                                      94-1741981
    (State of Incorporation)                (I.R.S. Employer Identification No.)

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

                                 48720 KATO ROAD
                         FREMONT, CALIFORNIA 94538-1167
                    (Address of principal executive offices)

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

                           2000 EQUITY INCENTIVE PLAN
                            (Full title of the plan)


                             DONALD L. CIFFONE, JR.
                                EXAR CORPORATION
                                 48720 KATO ROAD
                         FREMONT, CALIFORNIA 94538-1167
                                 (510) 668-7000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   COPIES TO:
                            MATTHEW W. SONSINI, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                        PALO ALTO, CALIFORNIA 94306-2155
                                 (650) 843-5000

                                ----------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                           Proposed Maximum           Proposed Maximum
    Title of Securities                                        Offering                  Aggregate                 Amount of
     to be Registered        Amount to be Registered      Price per Share (1)        Offering Price (1)         Registration Fee
---------------------------- ------------------------- -------------------------- ------------------------------------------------
<S>  <C>                        <C>                            <C>                     <C>                        <C>
 Stock Options and Common        1,000,000 shares               $110.56                 $110,562,500               $29,189.00
     Stock (par value
     $.001 per share)
===================================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         as amended. The price per share and aggregate offering price of the
         1,000,000 shares under the 2000 Equity Incentive Plan are based upon
         the average of the high and low prices of Registrant's Common Stock on
         October 18, 2000 as reported on the Nasdaq National Market.

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Exar Corporation (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

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

     (c)  The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

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


                            DESCRIPTION OF SECURITIES

     Not  applicable


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby will be passed upon for the
Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward"). As of
the date of this Registration Statement, certain attorneys of Cooley Godward
held an aggregate of 3,000 shares of the Registrant's Common Stock.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Certificate of Incorporation and Bylaws include provisions to
(i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Company to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Company believes that these provisions are
necessary to attract and retain qualified person(s) as director and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Company or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.

     The Company has entered into agreements with each of its directors and
executive officers that require the Company to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director

<PAGE>

or officer of the Company or any of its listed enterprises, subject to certain
limitations set forth in such agreements. The indemnification agreements also
set forth the certain procedures that will apply in the event of a claim for
indemnification thereunder. The Company has purchased an insurance policy
covering the officers and directors of the Company with respect to certain
liabilities arising under the Securities Act or otherwise.

                       EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable


                                    EXHIBITS
<TABLE>
<CAPTION>

EXHIBIT
NUMBER

<S>         <C>

      5.1    Opinion of Cooley Godward LLP

     23.1    Independent Auditor's Consent

     23.2    Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
             Registration Statement

     24.1    Power of Attorney is contained on the signature pages.

     99.1    2000 Equity Incentive Plan

     99.2    Stock Option Grant Notice

     99.3    Nonstatutory Stock Option Agreement
</TABLE>


                                  UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. 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) (ss. 230.424(b) of this
chapter) 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.

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

<PAGE>

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

     (c)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>


                                   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 Fremont, State of California, on October 19,
2000.


                                      EXAR CORPORATION


                                      By: /s/ Donald L. Ciffone, Jr.
                                          --------------------------
                                          Donald L. Ciffone, Jr.
                                          President and Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald W. Guire and Donald L. Ciffone,
and each or any one of them, 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 and 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

            SIGNATURE                                                TITLE                                    DATE

<S>   <C>                                                   <C>                                        <C>
  /s/  Donald L. Ciffone, Jr.                                Chief Executive Officer,                   October 19, 2000
  ------------------------------------                       President and Director
         DONALD L. CIFFONE, JR


  /s/  Ronald W. Guire                                       Executive Vice President, Chief            October 19, 2000
--------------------------------------                       Financial Officer, Secretary and
         RONALD W. GUIRE                                     Director (Principal Financial and
                                                             Accounting Officer)


  /s/  Raimon L. Conlisk                                     Chairman of the Board                      October 19, 2000
-------------------------------------
         RAIMON L. CONLISK


  /s/  Frank P. Carruba                                      Director                                   October 19, 2000
-------------------------------------
         FRANK P. CARRUBA


  /s/  James E. Dykes                                        Director                                   October 19, 2000
-------------------------------------
         JAMES E. DYKES


  /s/  Richard Previte                                       Director                                   October 19, 2000
-------------------------------------
         RICHARD PREVITE

<PAGE>


                                  EXHIBIT INDEX



   EXHIBIT
    NUMBER       DESCRIPTION

    <S>          <C>
      5.1        Opinion of Cooley Godward LLP.

     23.1        Independent Auditor's Consent.

     23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1
                 to this Registration Statement

     24.1        Power of Attorney is contained on the signature pages.

     99.1        2000 Equity Incentive Plan

     99.2        Stock Option Grant Notice

     99.3        Nonstatutory Stock Option Agreement
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2028148zs-8.txt", "description": "S-8", "secsgml_size_bytes": 17537}]
{"company-data": {"conformed-name": "EXAR CORP", "cik": "0000753568", "assigned-sic": "3674", "irs-number": "941741481", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48226", "film-number": "742632"}, "business-address": {"street1": "2222 QUME DR", "street2": "PO BOX 49007", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "5106687000"}, "mail-address": {"street1": "48720 KATO RD", "city": "FREMONT", "state": "CA", "zip": "94538-1167"}}
As filed with the Securities and Exchange Commission on October 19, 2000
                                                     Registration No. 333-
===============================================================================

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

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

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

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

            DELAWARE                                      94-1741981
    (State of Incorporation)                (I.R.S. Employer Identification No.)

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

                                 48720 KATO ROAD
                         FREMONT, CALIFORNIA 94538-1167
                    (Address of principal executive offices)

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

                           2000 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                             DONALD L. CIFFONE, JR.
                                EXAR CORPORATION
                                 48720 KATO ROAD
                         FREMONT, CALIFORNIA 94538-1167
                                 (510) 668-7000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   COPIES TO:
                            MATTHEW W. SONSINI, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                        PALO ALTO, CALIFORNIA 94306-2155
                                 (650) 843-5000

                                ----------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                           Proposed Maximum           Proposed Maximum
    Title of Securities                                        Offering                  Aggregate                 Amount of
     to be Registered        Amount to be Registered      Price per Share (1)        Offering Price (1)         Registration Fee
---------------------------- ------------------------- -------------------------- ------------------------------------------------
Stock Options and Common        1,000,000 shares               $110.56                 $110,562,500               $29,189.00
     Stock (par value
     $.001 per share)
===================================================================================================================================
(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         as amended. The price per share and aggregate offering price of the
         1,000,000 shares under the 2000 Equity Incentive Plan are based upon
         the average of the high and low prices of Registrant's Common Stock on
         October 18, 2000 as reported on the Nasdaq National Market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Exar Corporation (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

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

     (c)  The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

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

                            DESCRIPTION OF SECURITIES

     Not  applicable

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby will be passed upon for the
Company by Cooley Godward LLP, Palo Alto, California ("Cooley Godward"). As of
the date of this Registration Statement, certain attorneys of Cooley Godward
held an aggregate of 3,000 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Certificate of Incorporation and Bylaws include provisions to
(i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Company to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Company believes that these provisions are
necessary to attract and retain qualified person(s) as director and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Company or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.

     The Company has entered into agreements with each of its directors and
executive officers that require the Company to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director
or officer of the Company or any of its listed enterprises, subject to certain
limitations set forth in such agreements. The indemnification agreements also
set forth the certain procedures that will apply in the event of a claim for
indemnification thereunder. The Company has purchased an insurance policy
covering the officers and directors of the Company with respect to certain
liabilities arising under the Securities Act or otherwise.

                       EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable

                                    EXHIBITS
EXHIBIT
NUMBER
5.1    Opinion of Cooley Godward LLP

     23.1    Independent Auditor's Consent

     23.2    Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
             Registration Statement

     24.1    Power of Attorney is contained on the signature pages.

     99.1    2000 Equity Incentive Plan

     99.2    Stock Option Grant Notice

     99.3    Nonstatutory Stock Option Agreement
UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. 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) (ss. 230.424(b) of this
chapter) 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.

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     2.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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 Fremont, State of California, on October 19,
2000.

                                      EXAR CORPORATION

                                      By: /s/ Donald L. Ciffone, Jr.
                                          --------------------------
                                          Donald L. Ciffone, Jr.
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald W. Guire and Donald L. Ciffone,
and each or any one of them, 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 and 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, 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, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                                TITLE                                    DATE
/s/  Donald L. Ciffone, Jr.                                Chief Executive Officer,                   October 19, 2000
  ------------------------------------                       President and Director
         DONALD L. CIFFONE, JR

  /s/  Ronald W. Guire                                       Executive Vice President, Chief            October 19, 2000
--------------------------------------                       Financial Officer, Secretary and
         RONALD W. GUIRE                                     Director (Principal Financial and
                                                             Accounting Officer)

  /s/  Raimon L. Conlisk                                     Chairman of the Board                      October 19, 2000
-------------------------------------
         RAIMON L. CONLISK

  /s/  Frank P. Carruba                                      Director                                   October 19, 2000
-------------------------------------
         FRANK P. CARRUBA

  /s/  James E. Dykes                                        Director                                   October 19, 2000
-------------------------------------
         JAMES E. DYKES

  /s/  Richard Previte                                       Director                                   October 19, 2000
-------------------------------------
         RICHARD PREVITE
EXHIBIT INDEX

   EXHIBIT
    NUMBER       DESCRIPTION
5.1        Opinion of Cooley Godward LLP.

     23.1        Independent Auditor's Consent.

     23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1
                 to this Registration Statement

     24.1        Power of Attorney is contained on the signature pages.

     99.1        2000 Equity Incentive Plan

     99.2        Stock Option Grant Notice

     99.3        Nonstatutory Stock Option Agreement