<PAGE>


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

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                               PIXELWORKS, INC.
            (Exact name of registrant as specified in charter)

                    OREGON                           91-1761992
      (State or other jurisdiction of   (IRS Employer Identification Number)
        incorporation or organization)

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

                 7700 S.W. MOHAWK STREET, TUALATIN, OREGON 97062
                                503-612-6700
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

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

                               PIXELWORKS, INC.
                          1997 STOCK INCENTIVE PLAN

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

                               ALLEN H. ALLEY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               PIXELWORKS, INC.
                7700 S.W. MOHAWK STREET, TUALATIN, OREGON 97062
                                503-612-6700
       (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

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

                              WITH COPIES TO:
                          WILLIAM C. CAMPBELL, ESQ.
                               ATER WYNNE LLP
                       222 S.W. COLUMBIA, SUITE 1800
                           PORTLAND, OREGON 97201
                               (503) 226-1191

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===========================================================================================================================
Title of Securities to Be      Amount to Be      Proposed Maximum Offering       Proposed Maximum              Amount of
       Registered               Registered           Price Per Share (1)     Aggregate Offering Price (1)  Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                        <C>                            <C>
Common Stock, par value
$.001 per share ...........  5,602,320 shares              N/A                  $81,933,584.50               $21,630.47
===========================================================================================================================

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h)(1), the aggregate offering price is based on the
    exercise prices of outstanding options and the average of the high and low
    per share sale prices of the Registrant's Common Stock as reported on the
    Nasdaq National Market System on July 14, 2000 for options not yet granted.


<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference into this
Registration Statement:

         (a)  The Registrant's prospectus (the "Prospectus") filed with the
Securities and Exchange Commission (the "SEC") on May 19, 2000 pursuant to
Rule 424(b) of the Securities Act of 1933 (the "Securities Act"), as amended;

         (b)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Prospectus;

         (c)  The Company's Registration Statement on Form 8-A filed with the
SEC on April 10, 2000; and

         (d)  All documents filed by the Registrant with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or deregistering all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As an Oregon corporation the Registrant is subject to the Oregon
Business Corporation Act (the "OBCA") and the exculpation from liability and
indemnification provisions contained therein.  Pursuant to Section 60.047(2)
of the OBCA, Article V of the Registrant's Sixth Restated and Amended
Articles of Incorporation (the "Restated Articles") eliminates the liability
of the Registrant's directors to the Registrant or its shareholders, except
for any liability related to breach of the duty of loyalty, actions not in
good faith and certain other liabilities.

         Section 60.387 et seq. of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer
has acted in good faith and with a


                                       -2-
<PAGE>


reasonable belief that actions taken were in the best interests of the
corporation or at least not adverse to the corporation's best interests and,
if in a criminal proceeding, the individual had no reasonable cause to
believe the conduct in question was unlawful.  Under the OBCA, corporations
may not indemnify against liability in connection with a claim by or in the
right of the corporation but may indemnify against the reasonable expenses
associated with such claims.  Corporations may not indemnify against breaches
of the duty of loyalty.  The OBCA mandates indemnification against all
reasonable expenses incurred in the successful defense of any claim made or
threatened whether or not such claim was by or in the right of the
corporation.  Finally, a court may order indemnification if it determines
that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director or officer met the good faith and reasonable belief standards of
conduct set forth in the statute. Article V of the Registrant's Restated
Articles requires it to indemnify its officers and directors to the fullest
extent not prohibited by law.

         The OBCA also provides that the statutory indemnification provisions
are not deemed exclusive of any other rights to which directors or officers
may be entitled under a corporation's articles of incorporation or bylaws,
any agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

         The Registrant has entered into indemnity agreements with each of
its executive officers and directors. Each agreement provides for
indemnification of the indemnitee to the fullest extent by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS


<TABLE>
<CAPTION>

   NUMBER                         DESCRIPTION
   ------                         -----------

<S>              <C>

    5.1          Opinion of Ater Wynne LLP as to the legality of the securities
                 being registered

   23.1          Consent of Ater Wynne LLP (included in legal opinion filed as
                 Exhibit 5.1)

   23.2          Consent of KPMG LLP

   24.0          Powers of Attorney (included in signature page in Part II of the
                 Registration Statement)


                                       -3-
<PAGE>
  99.1           1997 Stock Incentive Plan (incorporated by reference to Exhibit
                 10.2 to the Registrant's Registration Statement on Form S-1, as
                 amended (Registration No. 333-31134)).

</TABLE>

ITEM 9.  UNDERTAKINGS

         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 this 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 this
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;

           iii.  to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

         b.  That, for the purpose of determining liability under the
Securities 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.

         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.

         d.  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 Securities 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
this Registration Statement shall be deemed to be a new registration
statement relating to the

                                       -4-
<PAGE>


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

         e.  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 SEC 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 a director, officer or controlling person in
connection with securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                       -5-
<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 authorized, in the City of Tualatin, State of Oregon, on the 18th
day of July, 2000.

                                        PIXELWORKS, INC.


                                        By /s/ Allen H. Alley
                                           -------------------------------------
                                           Allen H. Alley
                                           President and Chief Executive Officer


                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Allen H. Alley and Jeffrey B. Bouchard
and each of them singly, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement filed
herewith and any or all amendments to said Registration Statement (including
post-effective amendments), 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 and about the foregoing, as fully to
all intents and purposes as he or she 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 substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Witness our hands on the date set forth below.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 18, 2000.

                   [Signatures on following page]


                                       -6-

<PAGE>


<TABLE>
<CAPTION>

           Signature             Title
           ---------             -----
<S>                              <C>

/s/ Allen H. Alley               President, Chief Executive Officer and
------------------------         Director (Principal Executive Officer)
Allen H. Alley

/s/ Jeffrey B. Bouchard          Vice President, Finance and Chief
------------------------         Financial Officer (Principal Financial and
Jeffrey B. Bouchard              Accounting Officer)

/s/ Oliver D. Curme              Director
------------------------
Oliver D. Curme

/s/ Mark A. Stevens
------------------------         Director
Mark A. Stevens

/s/ Frank Gill
------------------------         Director
Frank Gill

/s/ Michael Yonker               Director
------------------------
Michael Yonker



</TABLE>
                                       -7-
<PAGE>


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>

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

<S>              <C>                                                              <C>

    5.1          Opinion of Ater Wynne LLP as to the legality of the
                 securities being registered

   23.1          Consent of Ater Wynne LLP (included in legal opinion filed as
                 Exhibit 5.1)

   23.2          Consent of KPMG LLP

   24.0          Powers of Attorney (included in signature page in Part II of
                 the Registration Statement)

   99.1         1997 Stock Incentive Plan (incorporated by reference to
                Exhibit 10.2 to the Registrant's Registration Statement
                on Form S-1, as amended (Registration No. 333-31134)).

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16326}]
{"company-data": {"conformed-name": "PIXELWORKS INC", "cik": "0001040161", "assigned-sic": "3674", "irs-number": "911761992", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41722", "film-number": "675246"}, "business-address": {"street1": "7700 SW MOHAWK", "city": "TUALATIN", "state": "OR", "zip": "97062"}, "mail-address": {"street1": "7700 SW MOHAWK", "city": "TUALATIN", "state": "OR", "zip": "97062"}}
As filed with the Securities and Exchange Commission on July __, 2000
                                               Registration No. 333-
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                               PIXELWORKS, INC.
            (Exact name of registrant as specified in charter)

                    OREGON                           91-1761992
      (State or other jurisdiction of   (IRS Employer Identification Number)
        incorporation or organization)

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

                 7700 S.W. MOHAWK STREET, TUALATIN, OREGON 97062
                                503-612-6700
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

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

                               PIXELWORKS, INC.
                          1997 STOCK INCENTIVE PLAN

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

                               ALLEN H. ALLEY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               PIXELWORKS, INC.
                7700 S.W. MOHAWK STREET, TUALATIN, OREGON 97062
                                503-612-6700
       (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

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

                              WITH COPIES TO:
                          WILLIAM C. CAMPBELL, ESQ.
                               ATER WYNNE LLP
                       222 S.W. COLUMBIA, SUITE 1800
                           PORTLAND, OREGON 97201
                               (503) 226-1191

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

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of Securities to Be      Amount to Be      Proposed Maximum Offering       Proposed Maximum              Amount of
       Registered               Registered           Price Per Share (1)     Aggregate Offering Price (1)  Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share ...........  5,602,320 shares              N/A                  $81,933,584.50               $21,630.47
===========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h)(1), the aggregate offering price is based on the
    exercise prices of outstanding options and the average of the high and low
    per share sale prices of the Registrant's Common Stock as reported on the
    Nasdaq National Market System on July 14, 2000 for options not yet granted.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference into this
Registration Statement:

         (a)  The Registrant's prospectus (the "Prospectus") filed with the
Securities and Exchange Commission (the "SEC") on May 19, 2000 pursuant to
Rule 424(b) of the Securities Act of 1933 (the "Securities Act"), as amended;

         (b)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Prospectus;

         (c)  The Company's Registration Statement on Form 8-A filed with the
SEC on April 10, 2000; and

         (d)  All documents filed by the Registrant with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or deregistering all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As an Oregon corporation the Registrant is subject to the Oregon
Business Corporation Act (the "OBCA") and the exculpation from liability and
indemnification provisions contained therein.  Pursuant to Section 60.047(2)
of the OBCA, Article V of the Registrant's Sixth Restated and Amended
Articles of Incorporation (the "Restated Articles") eliminates the liability
of the Registrant's directors to the Registrant or its shareholders, except
for any liability related to breach of the duty of loyalty, actions not in
good faith and certain other liabilities.

         Section 60.387 et seq. of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer
has acted in good faith and with a

                                       -2-
reasonable belief that actions taken were in the best interests of the
corporation or at least not adverse to the corporation's best interests and,
if in a criminal proceeding, the individual had no reasonable cause to
believe the conduct in question was unlawful.  Under the OBCA, corporations
may not indemnify against liability in connection with a claim by or in the
right of the corporation but may indemnify against the reasonable expenses
associated with such claims.  Corporations may not indemnify against breaches
of the duty of loyalty.  The OBCA mandates indemnification against all
reasonable expenses incurred in the successful defense of any claim made or
threatened whether or not such claim was by or in the right of the
corporation.  Finally, a court may order indemnification if it determines
that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director or officer met the good faith and reasonable belief standards of
conduct set forth in the statute. Article V of the Registrant's Restated
Articles requires it to indemnify its officers and directors to the fullest
extent not prohibited by law.

         The OBCA also provides that the statutory indemnification provisions
are not deemed exclusive of any other rights to which directors or officers
may be entitled under a corporation's articles of incorporation or bylaws,
any agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

         The Registrant has entered into indemnity agreements with each of
its executive officers and directors. Each agreement provides for
indemnification of the indemnitee to the fullest extent by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
NUMBER                         DESCRIPTION
   ------                         -----------
5.1          Opinion of Ater Wynne LLP as to the legality of the securities
                 being registered

   23.1          Consent of Ater Wynne LLP (included in legal opinion filed as
                 Exhibit 5.1)

   23.2          Consent of KPMG LLP

   24.0          Powers of Attorney (included in signature page in Part II of the
                 Registration Statement)

                                       -3-
99.1           1997 Stock Incentive Plan (incorporated by reference to Exhibit
                 10.2 to the Registrant's Registration Statement on Form S-1, as
                 amended (Registration No. 333-31134)).
ITEM 9.  UNDERTAKINGS

         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 this 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 this
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;

           iii.  to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

         b.  That, for the purpose of determining liability under the
Securities 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.

         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.

         d.  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 Securities 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
this Registration Statement shall be deemed to be a new registration
statement relating to the

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

         e.  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 SEC 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 a director, officer or controlling person in
connection with securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       -5-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto authorized, in the City of Tualatin, State of Oregon, on the 18th
day of July, 2000.

                                        PIXELWORKS, INC.

                                        By /s/ Allen H. Alley
                                           -------------------------------------
                                           Allen H. Alley
                                           President and Chief Executive Officer

                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Allen H. Alley and Jeffrey B. Bouchard
and each of them singly, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement filed
herewith and any or all amendments to said Registration Statement (including
post-effective amendments), 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 and about the foregoing, as fully to
all intents and purposes as he or she 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 substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Witness our hands on the date set forth below.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 18, 2000.

                   [Signatures on following page]

                                       -6-
Signature             Title
           ---------             -----
/s/ Allen H. Alley               President, Chief Executive Officer and
------------------------         Director (Principal Executive Officer)
Allen H. Alley

/s/ Jeffrey B. Bouchard          Vice President, Finance and Chief
------------------------         Financial Officer (Principal Financial and
Jeffrey B. Bouchard              Accounting Officer)

/s/ Oliver D. Curme              Director
------------------------
Oliver D. Curme

/s/ Mark A. Stevens
------------------------         Director
Mark A. Stevens

/s/ Frank Gill
------------------------         Director
Frank Gill

/s/ Michael Yonker               Director
------------------------
Michael Yonker
-7-
INDEX TO EXHIBITS
Exhibit                                                                           Page
  Number                      Exhibit                                                No.
  -------                    ---------                                              -----
5.1          Opinion of Ater Wynne LLP as to the legality of the
                 securities being registered

   23.1          Consent of Ater Wynne LLP (included in legal opinion filed as
                 Exhibit 5.1)

   23.2          Consent of KPMG LLP

   24.0          Powers of Attorney (included in signature page in Part II of
                 the Registration Statement)

   99.1         1997 Stock Incentive Plan (incorporated by reference to
                Exhibit 10.2 to the Registrant's Registration Statement
                on Form S-1, as amended (Registration No. 333-31134)).