As filed with the Securities and Exchange Commission on March 15, 2005


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

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

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

                               PIPELINE DATA INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                               13-3953764
 (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

                             1599 Washington Street
                               Braintree, MA 02184
                                 (781) 843-3812
--------------------------------------------------------------------------------
             (Address of registrant's Principal Executive Offices)

            Pipeline 2001-2003 Non-Statutory Stock Incentive Plan

--------------------------------------------------------------------------------
                           (Full title of the plan)

                                MacAllister Smith
                          1599 Washington Street
                           Braintree, MA  02184
                              (781) 843-3812
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                       Copies of all communications to:
                        Law Offices of Sheila G. Corvino
                              811 Dorset West Road
                              Dorset, Vermont 05251
                             (802) 867-0112


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed       Proposed
 Title of                                maximum        maximum
securities             Amount           offering       aggregate      Amount of
   to be                to be             price        offering     registration
registered         registered(1)(2)    per share(1)(2)  price(1)         fee(1)
--------------------------------------------------------------------------------

COMMON STOCK        1,618,708        $1.18        $1,910,075        $242

COMMON STOCK        2,381,292        $0.50        $1,202,525        $153
                    ---------                     ----------        ----

TOTAL               4,000,000                     $3,355,407        $395





     (1)  Estimated solely for the purpose of calculating the registration  fee.
          Includes  an  indeterminate  number of  additional  shares that may be
          issued to adjust  the  number of shares  issued  pursuant  to the 2004
          Non-Statutory  Stock Incentive Plan described  herein as the result of
          any future  stock  split,  stock  dividend  or similar  adjustment  of
          Pipeline Data's outstanding common stock.


     (2)  These  shares  of  common  stock are  offered  under the  Registrant's
          2001-2003 Non-Statutory Stock Incentive Plan, as amended.  Pursuant to
          Rule  457(h)(1),  the  filing fee for the  2,381,292  Shares of Common
          Stock  subject to options that have been granted is  calculated  based
          upon the weighted  average of the various strike prices of such shares
          ranging between $0.35 and $2.50, which is $1,202,525.

          Pursuant to Rule 457(h)(1), the filing fee for the 1,618,708 shares of
          common  stock  subject  to options  that have not yet been  granted is
          calculated  based  upon the  average  of the bid and asked  prices per
          Common Share on March 14, 2005, as reported on the OTC Bulletin Board,
          which was $1.18. per share.




           The Exhibit Index appears after the Signature Page of this
                             registration statement.
<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference into this
registration statement:

     (a) Pipeline  Data's  Annual  Report on Form 10-K for the fiscal year ended
December 31,  2003,  filed with the  Securities  and  Exchange  Commission  (the
"Commission") on March 31, 2004, which contains audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

     (b) Pipeline  Data's  Quarterly  Report on Form 10-Q for the quarter  ended
September 30, 2004, filed with the Commission on November 16, 2004.

     (c) The  description  of Pipeline's  common stock,  which is contained in a
registration statement filed on Form SB-2, dated December 7, 2004,  registration
number 333-79831, as amended.

     (d) The Registrant's current reports on Form 8-K filed with the Commission;
and

     (e) The  Registrant's  Registration  Statement  on Form 8-A filed  with the
Commission,  registering  the Shares of Common Stock under  Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act").

     In addition,  all documents  subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which indicates that all shares of Pipeline Data common stock offered
have been sold or which  deregisters  all of such shares then remaining  unsold,
shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  securities  that  may be  offered  under  Pipeline's
2001-2003 Non-Statutory Stock Incentive Plan, as amended, will be passed upon by
Sheila G. Corvino, Esq., who has provided advice with respect to this matter and
aggregate own 480,000 options to purchase Pipeline Data's Common Stock.

Item 6.   Indemnification of Directors and Officers.

     The  company's  Certificate  of  Incorporation  contains  provisions to (i)
eliminate the personal liability of our directors for monetary damages resulting
from  breaches  of their  fiduciary  duty  (other  than  breaches of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing  violation of law,  violations  under Section 174 of the
Delaware General  Corporation Law (the "DGCL") or for any transaction from which
the  director  derived an improper  personal  benefit)  and (ii)  indemnify  our
directors  and  officers to the fullest  extent  permitted by Section 145 of the
DGCL,   including   circumstances   in  which   indemnification   is   otherwise
discretionary.  We believe that these  provisions  are  necessary to attract and
retain  qualified  persons  as  directors  and  officers.  As a  result  of this
provision,  the ability of the company or a stockholder  thereof to successfully
prosecute an action against a director for a breach of his duty of care has been
limited.  However,  the provision does not affect the  availability of equitable
remedies such as an injunction or rescission  based upon a director's  breach of
his duty of care. The Securities and Exchange  Commission has taken the position
that the  provision  will have no effect on  claims  arising  under the  federal
securities laws.

     In addition, the Certificate of Incorporation and By-Laws provide mandatory
indemnification rights, subject to limited exceptions,  to any person who was or
is  party or is  threatened  to be made a party to any  threatened,  pending  or
completed  action,  suit or proceeding by reason of the fact that such person is
or was a director or officer of the company, or is or was serving at the request
of the  company as a director  or officer of another  corporation,  partnership,
joint  venture,   trust,  employee  benefit  plan  or  other  enterprise.   Such
indemnification  rights  include  reimbursement  for  expenses  incurred by such
person in advance of the final disposition of such proceeding in accordance with
the applicable provisions of the DGCL.
<PAGE>

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     The  Exhibits  to this  registration  statement  are listed in the Index to
Exhibits on page 6.

Item 9.   Undertakings.

     (a) 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:

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

          (2) That,  for the  purpose of  determining  any  liability  under the
     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) 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
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) 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>

                                   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  duly
authorized, in the city of Braintree, state of Massachusetts, on March 15, 2005.


                                          PIPELINE DATA INC.

                                          By: /s/ MacAllister Smith
                                              ----------------------------
                                                 MacAllister Smith
                                                 Chief Executive Officer,
                                                 Director

                                              /s/ Donald Gruneisen
                                          --------------------------------
                                                 Donald Gruneisen
                                                 Chief Financial Officer,


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned directors of Pipeline
Data Inc., a Delaware  corporation  that is filing a  registration  statement on
Form S-8 with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended,  hereby  constitute and appoint  MacAllister
Smith  and  Donald   Gruneisen,   and  each  of  them,  their  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 such  amendment to  registration  statement  and any or all
amendments to the registration  statement,  including a prospectus or an amended
prospectus therein,  and all other documents in connection therewith to be filed
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 premises,  as fully to all interests and purposes as they might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

/s/  JACK RUBINSTEIN                     Director              March 15, 2005
------------------------------------
JACK RUBINSTEIN

/s/  KEVIN WELLER                        Director              March 15, 2005
------------------------------------
KEVIN WELLER

/s/  MACALLISTER SMITH                   Director              March 15, 2005
------------------------------------
MACALLISTER SMITH


<PAGE>

                                INDEX TO EXHIBITS

Exhibit Number                            Description
--------------                            -----------

     5.1               Opinion of Counsel regarding legality

    23.1               Consent of Independent Public Accountant

    23.2               Consent of Counsel (included in Exhibit 5.1)

    24                 Power of Attorney (Contained within Signature Page)

    99.1               Pipeline 2001-2003 Non-Statutory Incentive Stock Plan
[{"type": "S-8", "sequence": "1", "filename": "pipelines-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15590}]
{"company-data": {"conformed-name": "PIPELINE DATA INC", "cik": "0001086533", "assigned-sic": "7389", "irs-number": "133953764"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123355", "film-number": "05684913"}, "business-address": {"street1": "1599 WASHINGTON STREET", "street2": "SUITE 1D", "city": "BRAINTREE", "state": "MA", "zip": "02184", "phone": "781 843 3812"}, "mail-address": {"street1": "1599 WASHINGTON STREET", "street2": "SUITE 1D", "city": "BRAINTREE", "state": "MA", "zip": "02184"}}
As filed with the Securities and Exchange Commission on March 15, 2005

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

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

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      Under
                           THE SECURITIES ACT OF 1933

                               PIPELINE DATA INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                               13-3953764
 (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

                             1599 Washington Street
                               Braintree, MA 02184
                                 (781) 843-3812
--------------------------------------------------------------------------------
             (Address of registrant's Principal Executive Offices)

            Pipeline 2001-2003 Non-Statutory Stock Incentive Plan

--------------------------------------------------------------------------------
                           (Full title of the plan)

                                MacAllister Smith
                          1599 Washington Street
                           Braintree, MA  02184
                              (781) 843-3812
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                       Copies of all communications to:
                        Law Offices of Sheila G. Corvino
                              811 Dorset West Road
                              Dorset, Vermont 05251
                             (802) 867-0112

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed       Proposed
 Title of                                maximum        maximum
securities             Amount           offering       aggregate      Amount of
   to be                to be             price        offering     registration
registered         registered(1)(2)    per share(1)(2)  price(1)         fee(1)
--------------------------------------------------------------------------------

COMMON STOCK        1,618,708        $1.18        $1,910,075        $242

COMMON STOCK        2,381,292        $0.50        $1,202,525        $153
                    ---------                     ----------        ----

TOTAL               4,000,000                     $3,355,407        $395

     (1)  Estimated solely for the purpose of calculating the registration  fee.
          Includes  an  indeterminate  number of  additional  shares that may be
          issued to adjust  the  number of shares  issued  pursuant  to the 2004
          Non-Statutory  Stock Incentive Plan described  herein as the result of
          any future  stock  split,  stock  dividend  or similar  adjustment  of
          Pipeline Data's outstanding common stock.

     (2)  These  shares  of  common  stock are  offered  under the  Registrant's
          2001-2003 Non-Statutory Stock Incentive Plan, as amended.  Pursuant to
          Rule  457(h)(1),  the  filing fee for the  2,381,292  Shares of Common
          Stock  subject to options that have been granted is  calculated  based
          upon the weighted  average of the various strike prices of such shares
          ranging between $0.35 and $2.50, which is $1,202,525.

          Pursuant to Rule 457(h)(1), the filing fee for the 1,618,708 shares of
          common  stock  subject  to options  that have not yet been  granted is
          calculated  based  upon the  average  of the bid and asked  prices per
          Common Share on March 14, 2005, as reported on the OTC Bulletin Board,
          which was $1.18. per share.

           The Exhibit Index appears after the Signature Page of this
                             registration statement.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference into this
registration statement:

     (a) Pipeline  Data's  Annual  Report on Form 10-K for the fiscal year ended
December 31,  2003,  filed with the  Securities  and  Exchange  Commission  (the
"Commission") on March 31, 2004, which contains audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

     (b) Pipeline  Data's  Quarterly  Report on Form 10-Q for the quarter  ended
September 30, 2004, filed with the Commission on November 16, 2004.

     (c) The  description  of Pipeline's  common stock,  which is contained in a
registration statement filed on Form SB-2, dated December 7, 2004,  registration
number 333-79831, as amended.

     (d) The Registrant's current reports on Form 8-K filed with the Commission;
and

     (e) The  Registrant's  Registration  Statement  on Form 8-A filed  with the
Commission,  registering  the Shares of Common Stock under  Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act").

     In addition,  all documents  subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which indicates that all shares of Pipeline Data common stock offered
have been sold or which  deregisters  all of such shares then remaining  unsold,
shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  securities  that  may be  offered  under  Pipeline's
2001-2003 Non-Statutory Stock Incentive Plan, as amended, will be passed upon by
Sheila G. Corvino, Esq., who has provided advice with respect to this matter and
aggregate own 480,000 options to purchase Pipeline Data's Common Stock.

Item 6.   Indemnification of Directors and Officers.

     The  company's  Certificate  of  Incorporation  contains  provisions to (i)
eliminate the personal liability of our directors for monetary damages resulting
from  breaches  of their  fiduciary  duty  (other  than  breaches of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing  violation of law,  violations  under Section 174 of the
Delaware General  Corporation Law (the "DGCL") or for any transaction from which
the  director  derived an improper  personal  benefit)  and (ii)  indemnify  our
directors  and  officers to the fullest  extent  permitted by Section 145 of the
DGCL,   including   circumstances   in  which   indemnification   is   otherwise
discretionary.  We believe that these  provisions  are  necessary to attract and
retain  qualified  persons  as  directors  and  officers.  As a  result  of this
provision,  the ability of the company or a stockholder  thereof to successfully
prosecute an action against a director for a breach of his duty of care has been
limited.  However,  the provision does not affect the  availability of equitable
remedies such as an injunction or rescission  based upon a director's  breach of
his duty of care. The Securities and Exchange  Commission has taken the position
that the  provision  will have no effect on  claims  arising  under the  federal
securities laws.

     In addition, the Certificate of Incorporation and By-Laws provide mandatory
indemnification rights, subject to limited exceptions,  to any person who was or
is  party or is  threatened  to be made a party to any  threatened,  pending  or
completed  action,  suit or proceeding by reason of the fact that such person is
or was a director or officer of the company, or is or was serving at the request
of the  company as a director  or officer of another  corporation,  partnership,
joint  venture,   trust,  employee  benefit  plan  or  other  enterprise.   Such
indemnification  rights  include  reimbursement  for  expenses  incurred by such
person in advance of the final disposition of such proceeding in accordance with
the applicable provisions of the DGCL.
Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     The  Exhibits  to this  registration  statement  are listed in the Index to
Exhibits on page 6.

Item 9.   Undertakings.

     (a) 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:

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

          (2) That,  for the  purpose of  determining  any  liability  under the
     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) 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
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) 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.
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  duly
authorized, in the city of Braintree, state of Massachusetts, on March 15, 2005.

                                          PIPELINE DATA INC.

                                          By: /s/ MacAllister Smith
                                              ----------------------------
                                                 MacAllister Smith
                                                 Chief Executive Officer,
                                                 Director

                                              /s/ Donald Gruneisen
                                          --------------------------------
                                                 Donald Gruneisen
                                                 Chief Financial Officer,

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned directors of Pipeline
Data Inc., a Delaware  corporation  that is filing a  registration  statement on
Form S-8 with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended,  hereby  constitute and appoint  MacAllister
Smith  and  Donald   Gruneisen,   and  each  of  them,  their  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 such  amendment to  registration  statement  and any or all
amendments to the registration  statement,  including a prospectus or an amended
prospectus therein,  and all other documents in connection therewith to be filed
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 premises,  as fully to all interests and purposes as they might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

/s/  JACK RUBINSTEIN                     Director              March 15, 2005
------------------------------------
JACK RUBINSTEIN

/s/  KEVIN WELLER                        Director              March 15, 2005
------------------------------------
KEVIN WELLER

/s/  MACALLISTER SMITH                   Director              March 15, 2005
------------------------------------
MACALLISTER SMITH
INDEX TO EXHIBITS

Exhibit Number                            Description
--------------                            -----------

     5.1               Opinion of Counsel regarding legality

    23.1               Consent of Independent Public Accountant

    23.2               Consent of Counsel (included in Exhibit 5.1)

    24                 Power of Attorney (Contained within Signature Page)

    99.1               Pipeline 2001-2003 Non-Statutory Incentive Stock Plan