<PAGE>

           Filed with the Securities and Exchange Commission on October 17, 2001

                                                    Registration No.333-________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           TRIDENT MICROSYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>
             Delaware                                          77-0156584
---------------------------------                 ------------------------------------
  (State or other jurisdiction                    (I.R.S. employer identification no.)
of incorporation or organization)
</TABLE>

                             1090 East Argues Avenue
                               Sunnyvale, CA 94085
             ------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                           TRIDENT MICROSYSTEMS, INC.
                             1992 STOCK OPTION PLAN
                    1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
                        2001 EMPLOYEE STOCK PURCHASE PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                                  Frank C. Lin
                       President, Chief Executive Officer
                            and Chairman of the Board
                             1090 East Argues Avenue
                               Sunnyvale, CA 94085
             ------------------------------------------------------
                     (Name and address of agent for service)


Telephone number, including area code, of agent for service: 408-991-8800

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.


<PAGE>

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                      Proposed            Proposed
                Title of                                              maximum             maximum
            Securities to be                    Amount to be     offering price per       aggregate            Amount of
              registered(1)                     registered(2)         share(3)         offering price(3)    registration fee
-----------------------------------------       ------------     ------------------    ----------------     ----------------
<S>                                                 <C>             <C>                   <C>                <C>
1992 Stock Option Plan

Common Stock                                        385,134         $        5.65         $2,176,007         $      544.00
Par Value $0.001                                    214,866         $        4.35         $  934,667         $      233.67


1994 Outside Directors Stock Option Plan

Common Stock                                        110,000         $        5.65         $  621,500         $      155.38
Par Value $0.001


2001 Employee Stock Purchase Plan

Common Stock                                        500,000         $        4.80         $2,400,000         $      600.00
Par Value $0.001


Total:                                            1,210,000                               $6,132,174         $    1,533.05
</TABLE>
--------

(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares subject to outstanding but unexercised
options under the 1992 Stock Option Plan, the price is computed on the basis of
the weighted average exercise price. As to the remaining shares under the 1992
Stock Option Plan and shares under the 1994 Outside Directors Stock Option Plan,
the price is based upon the average of the high and low prices of the
registrant's Common Stock on October 15, 2001, as reported on the Nasdaq
National Market. The 2001 Employee Stock Purchase Plan establishes a purchase
price equal to 85% of the fair market value of the Company's Common Stock and,
therefore, the price for shares issuable under this plan is based upon 85% of
the average of the high and low prices of the registrant's Common Stock on
October 15, 2001, as reported on the Nasdaq National Market.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

                Trident Microsystems, Inc. ("the Company") hereby incorporates
by reference in this registration statement the following documents:

                (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"), containing audited financial statements for the
Company's latest fiscal year ended June 30, 2001 as filed with the Securities
and Exchange Commission on September 28, 2001 (File No. 000-20784).

                (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.

                (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, pursuant to Section 12 of the
Exchange Act, File No. 0-20784, filed with the Securities and Exchange
Commission on October 27, 1992, effective December 15, 1992, including any
amendment or report filed for the purpose of updating such description.

                All 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 to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

                The class of securities to be offered is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

                Inapplicable.

Item 6. Indemnification of Directors and Officers

                Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal

<PAGE>

payment of dividends and approval of any transaction from which a director
derives an improper personal benefit.

                The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged breach
of their duty of care. The By-Laws of the Company provide for indemnification of
its directors, officers, employees and agents to the full extent permitted by
the General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General
Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.

Item 7. Exemption From Registration Claimed

                Inapplicable.

Item 8. Exhibits

                See Exhibit Index.

Item 9. Undertakings

                (a) Rule 415 Offering

                The undersigned registrant hereby undertakes:

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

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

                        (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
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)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

<PAGE>

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

        (b) Filing incorporating subsequent Exchange Act documents by reference

                The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (h) Request for acceleration of effective date or filing of registration
statement on Form S-8

                Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

                                    SIGNATURE

        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 Sunnyvale, State of California, on October 15,
2001.



                                       TRIDENT MICROSYSTEMS, INC.


                                       By:  /s/ Frank C. Lin
                                           -------------------------------------
                                       Frank C. Lin
                                       President, Chief Executive Officer,
                                       and Chairman of the Board




<PAGE>

                                POWER OF ATTORNEY


        The officers and directors of Trident Microsystems, Inc. whose
signatures appear below, hereby constitute and appoint Frank C. Lin and Peter
Jen, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall 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 indicated below on October 15, 2001.


<TABLE>
<CAPTION>
        Signature                                    Title
-----------------------------            -----------------------------
<S>                              <C>

  /s/ Frank C. Lin               President, Chief Executive Officer and Chairman
-----------------------------    of the Board (Principal Executive Officer)
Frank C. Lin


  /s/ Peter Jen                  Senior Vice President, Asia Operations and
-----------------------------    Chief Accounting Officer (Principal Financial
Peter Jen                        and Accounting Officer)


  /s/ Glen M. Antle              Director
-----------------------------
Glen M. Antle


  /s/ Yasushi Chikagami          Director
-----------------------------
Yasushi Chikagami


  /s/ John Luke                  Director
-----------------------------
John Luke


  /s/ Millard Phelps             Director
-----------------------------
Millard Phelps
</TABLE>

<PAGE>

                                  EXHIBIT INDEX


<TABLE>
<S>     <C>
4.1     Restated Certificate of Incorporation of the Company, as filed in the
        Office of the Secretary of State of Delaware on August 15, 1994 is
        incorporated by reference to Exhibit 4.1 of the Company's Registration
        Statement on Form S-8 (File No. 333-29667, effective June 20, 1997).

4.2     Bylaws of the Company are incorporated by reference to Exhibit 3.4 of
        the Company's Registration Statement on Form S-1 (File No. 33-53768,
        effective December 15, 1992).

4.3     Certificate of Amendment of Bylaws of the Company is incorporated by
        reference to Exhibit 3.2 of the Company's Current Report on Form 8-K,
        filed with the Securities and Exchange Commission on November 24, 1999
        (File No. 000-20784).

4.4     Stockholders Rights Agreement dated July 24, 1998 is incorporated by
        reference to Exhibit 1 to the Company's Registration Statement on Form
        8-K filed with the Securities and Exchange Commission on August 21, 1998
        (File No. 000-20784).

5       Opinion re legality

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of PricewaterhouseCoopers LLP

24      Power of Attorney (included in signature pages to this registration
        statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f76370ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16515}]
{"company-data": {"conformed-name": "TRIDENT MICROSYSTEMS INC", "cik": "0000859475", "assigned-sic": "3674", "irs-number": "770156584", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71770", "film-number": "1760942"}, "business-address": {"street1": "2450 WALSH AVENUE", "city": "SANTA CLARA", "state": "CA", "zip": "95051-1303", "phone": "4084961085"}, "mail-address": {"street1": "2450 WALSH AVENUE", "city": "SANTAL CLARA", "state": "CA", "zip": "95051"}}
Filed with the Securities and Exchange Commission on October 17, 2001

                                                    Registration No.333-________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           TRIDENT MICROSYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
Delaware                                          77-0156584
---------------------------------                 ------------------------------------
  (State or other jurisdiction                    (I.R.S. employer identification no.)
of incorporation or organization)
1090 East Argues Avenue
                               Sunnyvale, CA 94085
             ------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                           TRIDENT MICROSYSTEMS, INC.
                             1992 STOCK OPTION PLAN
                    1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
                        2001 EMPLOYEE STOCK PURCHASE PLAN
             ------------------------------------------------------
                            (Full title of the plan)

                                  Frank C. Lin
                       President, Chief Executive Officer
                            and Chairman of the Board
                             1090 East Argues Avenue
                               Sunnyvale, CA 94085
             ------------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service: 408-991-8800

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                Title of                                              maximum             maximum
            Securities to be                    Amount to be     offering price per       aggregate            Amount of
              registered(1)                     registered(2)         share(3)         offering price(3)    registration fee
-----------------------------------------       ------------     ------------------    ----------------     ----------------
1992 Stock Option Plan

Common Stock                                        385,134         $        5.65         $2,176,007         $      544.00
Par Value $0.001                                    214,866         $        4.35         $  934,667         $      233.67

1994 Outside Directors Stock Option Plan

Common Stock                                        110,000         $        5.65         $  621,500         $      155.38
Par Value $0.001

2001 Employee Stock Purchase Plan

Common Stock                                        500,000         $        4.80         $2,400,000         $      600.00
Par Value $0.001

Total:                                            1,210,000                               $6,132,174         $    1,533.05
--------

(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares subject to outstanding but unexercised
options under the 1992 Stock Option Plan, the price is computed on the basis of
the weighted average exercise price. As to the remaining shares under the 1992
Stock Option Plan and shares under the 1994 Outside Directors Stock Option Plan,
the price is based upon the average of the high and low prices of the
registrant's Common Stock on October 15, 2001, as reported on the Nasdaq
National Market. The 2001 Employee Stock Purchase Plan establishes a purchase
price equal to 85% of the fair market value of the Company's Common Stock and,
therefore, the price for shares issuable under this plan is based upon 85% of
the average of the high and low prices of the registrant's Common Stock on
October 15, 2001, as reported on the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

                Trident Microsystems, Inc. ("the Company") hereby incorporates
by reference in this registration statement the following documents:

                (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"), containing audited financial statements for the
Company's latest fiscal year ended June 30, 2001 as filed with the Securities
and Exchange Commission on September 28, 2001 (File No. 000-20784).

                (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.

                (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, pursuant to Section 12 of the
Exchange Act, File No. 0-20784, filed with the Securities and Exchange
Commission on October 27, 1992, effective December 15, 1992, including any
amendment or report filed for the purpose of updating such description.

                All 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 to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

                The class of securities to be offered is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

                Inapplicable.

Item 6. Indemnification of Directors and Officers

                Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal
payment of dividends and approval of any transaction from which a director
derives an improper personal benefit.

                The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged breach
of their duty of care. The By-Laws of the Company provide for indemnification of
its directors, officers, employees and agents to the full extent permitted by
the General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General
Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.

Item 7. Exemption From Registration Claimed

                Inapplicable.

Item 8. Exhibits

                See Exhibit Index.

Item 9. Undertakings

                (a) Rule 415 Offering

                The undersigned registrant hereby undertakes:

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

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

                        (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
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)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

        (b) Filing incorporating subsequent Exchange Act documents by reference

                The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (h) Request for acceleration of effective date or filing of registration
statement on Form S-8

                Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURE

        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 Sunnyvale, State of California, on October 15,
2001.

                                       TRIDENT MICROSYSTEMS, INC.

                                       By:  /s/ Frank C. Lin
                                           -------------------------------------
                                       Frank C. Lin
                                       President, Chief Executive Officer,
                                       and Chairman of the Board
POWER OF ATTORNEY

        The officers and directors of Trident Microsystems, Inc. whose
signatures appear below, hereby constitute and appoint Frank C. Lin and Peter
Jen, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall 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 indicated below on October 15, 2001.
Signature                                    Title
-----------------------------            -----------------------------
/s/ Frank C. Lin               President, Chief Executive Officer and Chairman
-----------------------------    of the Board (Principal Executive Officer)
Frank C. Lin

  /s/ Peter Jen                  Senior Vice President, Asia Operations and
-----------------------------    Chief Accounting Officer (Principal Financial
Peter Jen                        and Accounting Officer)

  /s/ Glen M. Antle              Director
-----------------------------
Glen M. Antle

  /s/ Yasushi Chikagami          Director
-----------------------------
Yasushi Chikagami

  /s/ John Luke                  Director
-----------------------------
John Luke

  /s/ Millard Phelps             Director
-----------------------------
Millard Phelps
EXHIBIT INDEX
4.1     Restated Certificate of Incorporation of the Company, as filed in the
        Office of the Secretary of State of Delaware on August 15, 1994 is
        incorporated by reference to Exhibit 4.1 of the Company's Registration
        Statement on Form S-8 (File No. 333-29667, effective June 20, 1997).

4.2     Bylaws of the Company are incorporated by reference to Exhibit 3.4 of
        the Company's Registration Statement on Form S-1 (File No. 33-53768,
        effective December 15, 1992).

4.3     Certificate of Amendment of Bylaws of the Company is incorporated by
        reference to Exhibit 3.2 of the Company's Current Report on Form 8-K,
        filed with the Securities and Exchange Commission on November 24, 1999
        (File No. 000-20784).

4.4     Stockholders Rights Agreement dated July 24, 1998 is incorporated by
        reference to Exhibit 1 to the Company's Registration Statement on Form
        8-K filed with the Securities and Exchange Commission on August 21, 1998
        (File No. 000-20784).

5       Opinion re legality

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of PricewaterhouseCoopers LLP

24      Power of Attorney (included in signature pages to this registration
        statement)