<PAGE>   1

   As filed with the Securities and Exchange Commission on August 3, 2000

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        APPLIED MOLECULAR EVOLUTION, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                             <C>
                DELAWARE                                     33-0374014
----------------------------------------        -----------------------------------
    (State or other jurisdiction of             (I.R.S. Employer Identification No.)
     incorporation or organization)

          3520 DUNHILL STREET
          SAN DIEGO, CALIFORNIA                               92121
----------------------------------------        -----------------------------------
(Address of Principal Executive Offices)                   (Zip Code)
</TABLE>

                                 1992 STOCK PLAN
                                 2000 STOCK PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                                             Copy to:
<TABLE>
<S>                                             <C>
            WILLIAM D. HUSE
      Chief Executive Officer and                       THOMAS E. SPARKS, JR.
        Chief Financial Officer                    Pillsbury Madison & Sutro LLP
          3520 Dunhill Street                               P.O. Box 7880
          San Diego, CA 92121                      San Francisco, CA 94120-7880
             (858) 597-4990                                (415) 983-1000
----------------------------------------        -----------------------------------
  (Name, address and telephone number,
   including area code, of agent for
                service)
</TABLE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
===============================================================================================
<CAPTION>
                                        PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
 TITLE OF SECURITIES    AMOUNT TO BE     OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
  TO BE REGISTERED       REGISTERED       PER SHARE(1)          PRICE(1)             FEE
-----------------------------------------------------------------------------------------------
<S>                   <C>               <C>                <C>                  <C>
Common Stock, par
value $0.001........  5,450,000 shares      $26.31            $143,389,500        $37,854.83
===============================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high and low prices as
reported on the Nasdaq National Market on July 31, 2000.

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

        The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.



<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference.

         The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

         (1) Registrant's prospectus dated July 27, 2000 filed pursuant to Rule
424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-0374014 (the "Form S-1
Registration Statement")), which contains the balance sheets of the Registrant
as of December 31, 1998 and 1999, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1999, together with the report thereon of Ernst & Young LLP,
independent auditors; and

         (2) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed July 20, 2000.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in 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 financial statements of Applied Molecular Evolution, Inc.
incorporated by reference in this registration statement have been audited by
Ernst & Young LLP, independent auditors, to the extent indicated in their report
thereon also incorporated by reference. Such financial statements have been
incorporated herein by reference in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.



                                      -2-
<PAGE>   3

Item 6.     Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article VII of the Registrant's
Restated Certificate of Incorporation (Exhibit 3.(i)2 to the Form S-1
Registration Agreement) and Article V of the Registrant's Bylaws (Exhibit
3.(ii)2 to the Form S-1 Registration Agreement) provide for indemnification of
the Registrant's directors, officers, employees and other agents to the extent
and under the circumstances permitted by the Delaware General Corporation Law.
The Registrant has also entered into agreements with its directors and officers
that will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law (Exhibit 10.10
to the Form S-1 Registration Statement).

         The Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Act, and affords
certain rights of contribution with respect thereto.

Item 7.     Exemption from Registration Claimed.

         Not applicable.

Item 8.     Exhibits.

         See Index to Exhibits.

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:

                (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)(1)(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 Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.



                                      -3-
<PAGE>   4

                (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 further 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 therein, 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.



                                      -4-
<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on
July 31, 2000.

                                            APPLIED MOLECULAR EVOLUTION, INC.



                                            By /s/ WILLIAM D. HUSE, M.D., PH.D.
                                              ----------------------------------
                                                   William D. Huse, M.D., Ph.D.
                                                   Chief Executive Officer and
                                                   Chief Financial Officer




                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William D. Huse, M.D., Ph.D. and Lawrence
E. Bloch, M.D., J.D., and each of them his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this registration statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may 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 date indicated:


<TABLE>
<CAPTION>
                 Name                                    Title                       Date
                 ----                                    -----                       ----
<S>                                      <C>                                    <C>
                                         Chief Executive Officer, President
/s/  WILLIAM D. HUSE, M.D., PH.D.        and Director (Principal Executive
-----------------------------------      Officer)
     William D. Huse, M.D., Ph.D.                                              July 31, 2000

                                         Chief Financial Officer, Vice
                                         President, Business Development and
                                         Secretary (Principal Financial
/s/  LAWRENCE E. BLOCH, M.D.             Officer and Principal Accounting
-----------------------------------      Officer)
     Lawrence E. Bloch, M.D.                                                   July 31, 2000
</TABLE>



                                      -5-
<PAGE>   6

<TABLE>
<CAPTION>
                 Name                                    Title                       Date
                 ----                                    -----                       ----
<S>                                      <C>                                    <C>
/s/ COSTA G. SEVASTOPOULOS, PH.D.
-----------------------------------              Chairman of the Board
    Costa G. Sevastopoulos, Ph.D.                                                July 31, 2000

/s/ JAMES J. BOCHNOWSKI
-----------------------------------                    Director
    James J. Bochnowski                                                          July 31, 2000

/s/ JOHN G. MORRIS
-----------------------------------                    Director
    John G. Morris                                                               July 31, 2000

/s/ PETER K. HILAL, M.D.
-----------------------------------                    Director
    Peter K. Hilal, M.D.                                                         July 31, 2000
</TABLE>



                                      -6-
<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number                                       Exhibit
------                                       -------
<S>              <C>
   4.1*          Specimen Common Stock Certificate.
   5.1           Opinion regarding legality of securities to be offered.
  23.1           Consent of Ernst & Young LLP, Independent Auditors.
  23.2           Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
  24.1           Power of Attorney (see page 5).
</TABLE>



--------
* Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1, No. 333-36830.



                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16648}]
{"company-data": {"conformed-name": "APPLIED MOLECULAR EVOLUTION INC", "cik": "0001111312", "assigned-sic": "8731", "irs-number": "330374014", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42924", "film-number": "685102"}, "business-address": {"street1": "3520 DUNHILL STREET", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "5855974990"}, "mail-address": {"street1": "3520 DUNHILL STREET", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
1

   As filed with the Securities and Exchange Commission on August 3, 2000

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        APPLIED MOLECULAR EVOLUTION, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
DELAWARE                                     33-0374014
----------------------------------------        -----------------------------------
    (State or other jurisdiction of             (I.R.S. Employer Identification No.)
     incorporation or organization)

          3520 DUNHILL STREET
          SAN DIEGO, CALIFORNIA                               92121
----------------------------------------        -----------------------------------
(Address of Principal Executive Offices)                   (Zip Code)
1992 STOCK PLAN
                                 2000 STOCK PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                                             Copy to:
WILLIAM D. HUSE
      Chief Executive Officer and                       THOMAS E. SPARKS, JR.
        Chief Financial Officer                    Pillsbury Madison & Sutro LLP
          3520 Dunhill Street                               P.O. Box 7880
          San Diego, CA 92121                      San Francisco, CA 94120-7880
             (858) 597-4990                                (415) 983-1000
----------------------------------------        -----------------------------------
  (Name, address and telephone number,
   including area code, of agent for
                service)
CALCULATION OF REGISTRATION FEE

===============================================================================================
PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
 TITLE OF SECURITIES    AMOUNT TO BE     OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
  TO BE REGISTERED       REGISTERED       PER SHARE(1)          PRICE(1)             FEE
-----------------------------------------------------------------------------------------------
Common Stock, par
value $0.001........  5,450,000 shares      $26.31            $143,389,500        $37,854.83
===============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the average of the high and low prices as
reported on the Nasdaq National Market on July 31, 2000.

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

        The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference.

         The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:

         (1) Registrant's prospectus dated July 27, 2000 filed pursuant to Rule
424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-0374014 (the "Form S-1
Registration Statement")), which contains the balance sheets of the Registrant
as of December 31, 1998 and 1999, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1999, together with the report thereon of Ernst & Young LLP,
independent auditors; and

         (2) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed July 20, 2000.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in 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 financial statements of Applied Molecular Evolution, Inc.
incorporated by reference in this registration statement have been audited by
Ernst & Young LLP, independent auditors, to the extent indicated in their report
thereon also incorporated by reference. Such financial statements have been
incorporated herein by reference in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.

                                      -2-
3

Item 6.     Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article VII of the Registrant's
Restated Certificate of Incorporation (Exhibit 3.(i)2 to the Form S-1
Registration Agreement) and Article V of the Registrant's Bylaws (Exhibit
3.(ii)2 to the Form S-1 Registration Agreement) provide for indemnification of
the Registrant's directors, officers, employees and other agents to the extent
and under the circumstances permitted by the Delaware General Corporation Law.
The Registrant has also entered into agreements with its directors and officers
that will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law (Exhibit 10.10
to the Form S-1 Registration Statement).

         The Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Act, and affords
certain rights of contribution with respect thereto.

Item 7.     Exemption from Registration Claimed.

         Not applicable.

Item 8.     Exhibits.

         See Index to Exhibits.

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:

                (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)(1)(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 Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.

                                      -3-
4

                (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 further 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 therein, 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.

                                      -4-
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on
July 31, 2000.

                                            APPLIED MOLECULAR EVOLUTION, INC.

                                            By /s/ WILLIAM D. HUSE, M.D., PH.D.
                                              ----------------------------------
                                                   William D. Huse, M.D., Ph.D.
                                                   Chief Executive Officer and
                                                   Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William D. Huse, M.D., Ph.D. and Lawrence
E. Bloch, M.D., J.D., and each of them his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this registration statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may 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 date indicated:
Name                                    Title                       Date
                 ----                                    -----                       ----
Chief Executive Officer, President
/s/  WILLIAM D. HUSE, M.D., PH.D.        and Director (Principal Executive
-----------------------------------      Officer)
     William D. Huse, M.D., Ph.D.                                              July 31, 2000

                                         Chief Financial Officer, Vice
                                         President, Business Development and
                                         Secretary (Principal Financial
/s/  LAWRENCE E. BLOCH, M.D.             Officer and Principal Accounting
-----------------------------------      Officer)
     Lawrence E. Bloch, M.D.                                                   July 31, 2000
-5-
6
Name                                    Title                       Date
                 ----                                    -----                       ----
/s/ COSTA G. SEVASTOPOULOS, PH.D.
-----------------------------------              Chairman of the Board
    Costa G. Sevastopoulos, Ph.D.                                                July 31, 2000

/s/ JAMES J. BOCHNOWSKI
-----------------------------------                    Director
    James J. Bochnowski                                                          July 31, 2000

/s/ JOHN G. MORRIS
-----------------------------------                    Director
    John G. Morris                                                               July 31, 2000

/s/ PETER K. HILAL, M.D.
-----------------------------------                    Director
    Peter K. Hilal, M.D.                                                         July 31, 2000
-6-
7

                                INDEX TO EXHIBITS
Number                                       Exhibit
------                                       -------
4.1*          Specimen Common Stock Certificate.
   5.1           Opinion regarding legality of securities to be offered.
  23.1           Consent of Ernst & Young LLP, Independent Auditors.
  23.2           Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
  24.1           Power of Attorney (see page 5).
--------
* Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1, No. 333-36830.

                                      -7-