<PAGE>   1
         As filed with the Securities and Exchange Commission on August 24, 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

                            Protein Design Labs, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                 94-3023969
 -----------------------------------     ---------------------------------------
    (State or other jurisdiction           (I.R.S. employer identification no.)
  of incorporation or organization)

                               34801 Campus Drive
                                Fremont, CA 94555
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            PROTEIN DESIGN LABS, INC.
                           1999 STOCK OPTION PLAN, AND
                       1999 NONSTATUTORY STOCK OPTION PLAN
                       -----------------------------------
                            (Full title of the plan)

                               Douglas O. Ebersole
                   Senior Vice President, Legal and Licensing,
                                  and Secretary
                            Protein Design Labs, Inc.
                               34801 Campus Drive
                                Fremont, CA 94555
                   -------------------------------------------
                     (Name and address of agent for service)


Telephone number, including area code, of agent for service:  (510) 574-1400.

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


<PAGE>   2

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

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

1999 Stock Option Plan

Common Stock                    2,000,000                $47.65             $95,300,000.00           $23,825.00
Par Value $0.01


1999 Nonstatutory Stock Option Plan

Common Stock                      221,002                $68.93             $15,233,667.86           $ 3,808.42
Par Value $0.01                 1,778,998                $47.65             $84,769,254.70           $21,192.31


              TOTAL             4,000,000                                   $195,302,922.56          $48,825.73
</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 shares subject to outstanding but unexercised options
under the 1999 Nonstatutory Stock Option Plan, the price is computed on the
basis of the weighted average exercise price. As to shares under the 1999 Stock
Option Plan and as to the remaining shares under the 1999 Nonstatutory Stock
Option Plan, the price is based upon the average of the high and low prices of
the Common Stock on August 20, 2001, as reported on the Nasdaq National Market.


<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         Protein Design Labs, 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 December 31, 2000 as filed with the Securities and
Exchange Commission on March 30, 2001.

         (b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31 and June 30, 2001 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, as filed with the Securities and Exchange Commission on May 15 and
August 13, 2001, respectively, and the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 14, 2001.

         (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on December 23, 1991, under
the Exchange Act, 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

         Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or


<PAGE>   4

rescission. The statute has no effect on a director's duty of loyalty or
liability for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, illegal payment of dividends or stock
redemptions or repurchases, or for any transaction from which the director
derives an improper personal benefit. As permitted by the statute, the Company
has adopted provisions in its Certificate of Incorporation which eliminate to
the fullest extent permissible under Delaware law 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.

         Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The By-laws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's By-laws also
empower it to enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person whom it is required
or permitted to indemnify. The Company has entered into agreements with its
directors and certain of its executive officers that require the Company to
indemnify such persons to the fullest extent permitted under Delaware law
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
an executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

         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 of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

         See Exhibit Index.

Item 9. Undertakings

         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;

<PAGE>   5

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

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (l)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

         (2) 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 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.

         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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. Insofar as indemnification for liabilities arising under
the 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>   6



                                    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 Fremont, State of California, on August 23,
2001.

                                         PROTEIN DESIGN LABS, INC.

                                         By: /s/ Douglas O. Ebersole
                                            --------------------------------
                                            Douglas O. Ebersole
                                            Senior Vice President,
                                            Legal and Licensing and Secretary





<PAGE>   7


                        SIGNATURES AND POWER OF ATTORNEY

         The officers and directors of Protein Design Labs, Inc. whose
signatures appear below, hereby constitute and appoint Laurence Jay Korn and
Douglas O. Ebersole, 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 on August 23, 2001.

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

     /s/ Laurence Jay Korn                    Chief Executive Officer and
----------------------------------------      Chairperson of the Board of Directors
Laurence Jay Korn                             (Principal Executive Officer)

     /s/ Robert L. Kirkman                    Vice President, Business Development and Corporate
----------------------------------------      Communications (Principal Accounting Officer)
Robert L. Kirkman

     /s/ Jon S. Saxe                          Director
----------------------------------------
Jon S. Saxe

     /s/ Cary L. Queen                        Director
----------------------------------------
Cary L. Queen

     /s/ George M. Gould                      Director
----------------------------------------
George M. Gould

     /s/ Max Link                             Director
----------------------------------------
Max Link

                                              Director
----------------------------------------
Jurgen Drews
</TABLE>
<PAGE>   8

                                  EXHIBIT INDEX

 4.1     Restated Certificate of Incorporation (Incorporated by reference to
         Exhibit 3.1 to Annual Report on Form 10-K filed March 31, 1993.)

 4.2     Amended Certificate of Incorporation. (Incorporated by reference to
         Exhibit 3.1 to Quarterly Report on Form 10-Q filed August 14, 2000.)

 4.3     Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.1
         to Quarterly Report on Form 10-Q filed May 15, 2000.)

 5       Opinion of Gray Cary Ware & Freidenrich LLP

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young LLP, Independent Auditors

24       Power of Attorney (included in signature pages to this registration
         statement)
[{"type": "S-8", "sequence": "1", "filename": "f75388ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16652}]
{"company-data": {"conformed-name": "PROTEIN DESIGN LABS INC/DE", "cik": "0000882104", "assigned-sic": "2836", "irs-number": "943023969", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68314", "film-number": "1723028"}, "business-address": {"street1": "34801 CAMPUS DR", "city": "FREMONT", "state": "CA", "zip": "94555", "phone": "5105741400"}, "mail-address": {"street1": "34801 CAMPUS DR", "city": "FREMONT", "state": "CA", "zip": "94555"}}
1
         As filed with the Securities and Exchange Commission on August 24, 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

                            Protein Design Labs, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                 94-3023969
 -----------------------------------     ---------------------------------------
    (State or other jurisdiction           (I.R.S. employer identification no.)
  of incorporation or organization)

                               34801 Campus Drive
                                Fremont, CA 94555
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            PROTEIN DESIGN LABS, INC.
                           1999 STOCK OPTION PLAN, AND
                       1999 NONSTATUTORY STOCK OPTION PLAN
                       -----------------------------------
                            (Full title of the plan)

                               Douglas O. Ebersole
                   Senior Vice President, Legal and Licensing,
                                  and Secretary
                            Protein Design Labs, Inc.
                               34801 Campus Drive
                                Fremont, CA 94555
                   -------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 574-1400.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
2

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                        Proposed             Proposed
                                                        maximum               maximum
 Title of Securities to       Amount to be           offering price          aggregate                Amount of
   be registered(1)           registered(2)           per share(3)        offering price(3)       registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
1999 Stock Option Plan

Common Stock                    2,000,000                $47.65             $95,300,000.00           $23,825.00
Par Value $0.01

1999 Nonstatutory Stock Option Plan

Common Stock                      221,002                $68.93             $15,233,667.86           $ 3,808.42
Par Value $0.01                 1,778,998                $47.65             $84,769,254.70           $21,192.31

              TOTAL             4,000,000                                   $195,302,922.56          $48,825.73
(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 shares subject to outstanding but unexercised options
under the 1999 Nonstatutory Stock Option Plan, the price is computed on the
basis of the weighted average exercise price. As to shares under the 1999 Stock
Option Plan and as to the remaining shares under the 1999 Nonstatutory Stock
Option Plan, the price is based upon the average of the high and low prices of
the Common Stock on August 20, 2001, as reported on the Nasdaq National Market.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         Protein Design Labs, 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 December 31, 2000 as filed with the Securities and
Exchange Commission on March 30, 2001.

         (b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31 and June 30, 2001 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, as filed with the Securities and Exchange Commission on May 15 and
August 13, 2001, respectively, and the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 14, 2001.

         (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on December 23, 1991, under
the Exchange Act, 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

         Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or
4

rescission. The statute has no effect on a director's duty of loyalty or
liability for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, illegal payment of dividends or stock
redemptions or repurchases, or for any transaction from which the director
derives an improper personal benefit. As permitted by the statute, the Company
has adopted provisions in its Certificate of Incorporation which eliminate to
the fullest extent permissible under Delaware law 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.

         Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The By-laws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's By-laws also
empower it to enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person whom it is required
or permitted to indemnify. The Company has entered into agreements with its
directors and certain of its executive officers that require the Company to
indemnify such persons to the fullest extent permitted under Delaware law
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
an executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

         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 of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

         See Exhibit Index.

Item 9. Undertakings

         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;
5

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

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (l)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

         (2) 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 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.

         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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. Insofar as indemnification for liabilities arising under
the 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.
6

                                    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 Fremont, State of California, on August 23,
2001.

                                         PROTEIN DESIGN LABS, INC.

                                         By: /s/ Douglas O. Ebersole
                                            --------------------------------
                                            Douglas O. Ebersole
                                            Senior Vice President,
                                            Legal and Licensing and Secretary
7

                        SIGNATURES AND POWER OF ATTORNEY

         The officers and directors of Protein Design Labs, Inc. whose
signatures appear below, hereby constitute and appoint Laurence Jay Korn and
Douglas O. Ebersole, 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 on August 23, 2001.
Signature                                       Title
                ---------                                       -----
/s/ Laurence Jay Korn                    Chief Executive Officer and
----------------------------------------      Chairperson of the Board of Directors
Laurence Jay Korn                             (Principal Executive Officer)

     /s/ Robert L. Kirkman                    Vice President, Business Development and Corporate
----------------------------------------      Communications (Principal Accounting Officer)
Robert L. Kirkman

     /s/ Jon S. Saxe                          Director
----------------------------------------
Jon S. Saxe

     /s/ Cary L. Queen                        Director
----------------------------------------
Cary L. Queen

     /s/ George M. Gould                      Director
----------------------------------------
George M. Gould

     /s/ Max Link                             Director
----------------------------------------
Max Link

                                              Director
----------------------------------------
Jurgen Drews
8

                                  EXHIBIT INDEX

 4.1     Restated Certificate of Incorporation (Incorporated by reference to
         Exhibit 3.1 to Annual Report on Form 10-K filed March 31, 1993.)

 4.2     Amended Certificate of Incorporation. (Incorporated by reference to
         Exhibit 3.1 to Quarterly Report on Form 10-Q filed August 14, 2000.)

 4.3     Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.1
         to Quarterly Report on Form 10-Q filed May 15, 2000.)

 5       Opinion of Gray Cary Ware & Freidenrich LLP

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young LLP, Independent Auditors

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