As filed with the Securities and Exchange Commission on March 9, 2000
                                            Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933
                            ----------------------
                              Creo Products Inc.
            (Exact name of Registrant as specified in its charter)
              Canada                             None
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)           Identification Number)
                               3700 Gilmore Way
                           Burnaby, British Columbia
                                V5G 4M1, Canada
   (Address, including zip code, of Registrant's principal executive office)

                            1996 Stock Option Plan

                           (Full title of the Plan)
                            ----------------------
                                  Kevin Joyce
                                   Creo Inc.
                         650 Suffolk Street, Suite 100
                               Lowell, MA 01854
                              Ph: (978) 937-8200
   (Name, address, including zip code, and telephone number, including area
   code, of Registrant's agent for service and authorized representative of
                       Registrant in the United States)
                            ----------------------
                                  Copies to:
                                 Lee Meyerson
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York 10017
                            ----------------------

<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                        Proposed              Proposed
              Title of                                                  Maximum                Maximum              Amount of
            Securities to                      Amount to             Offering Price           Aggregate            Registration
            be Registered                    be Registered          Per Share<F(1)>        Offering Price           Fee<F(1)>

<S>                                    <C>                        <C>                   <C>                    <C>
Common shares without
par value . . . . . . . . . . . . .           3,500,000                 $35.23             $123,305,000            $32,552.52
</TABLE>
[FN]
<F(1)>  Pursuant to Rule 457(c) under the  Securities Act  of 1933 the proposed
        maximum offering price per share and the registration fee relating to
        the common shares being registered have  been based on the average of
        the  bid  and  ask  price  of  the  Common Stock, without  par  value
        ("Common Stock")  reported on the  National Association of Securities
        Dealers Automated Quotation System on March 3, 2000.































<PAGE>

                                    PART I


Item 1.   Plan Information.

        Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

        Not required to be filed with this Registration Statement.

                                    PART II


Item 3.   Incorporation of Documents by Reference.

     The  following   documents  filed   with  the  Securities   and  Exchange
Commission  by Creo  Products Inc.  (the "Company"  or the  "Corporation") are
hereby incorporated in this Registration Statement by reference:

        (1)  The  Company's Registration  Statement on Form F-1  dated July 1,
             1999.

        (2)  The  Company's Quarterly Report  on Form  10-Q for  the quarterly
             periods ended June 30, 1999.

        (3)  The  Company's Current  Reports  on Form  6-K  dated  February 3,
             2000,  January  26,  2000, January  1,  2000,  December  6, 1000,
             November 9, 1999,  November 8, 1999, October 7, 1999,  October 1,
             1999, and September 30, 1999.

        (4)  The description  of the Company's  Common Stock  contained in the
             registration statement on Form F-1 filed  with the SEC on July 1,
             1999, including  any amendments or reports filed  for the purpose
             of updating such description.

     All documents 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 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  such documents. Any statement  contained in a
document incorporated or  deemed to be incorporated by reference  herein shall
be deemed  to be  modified or  superseded for  purposes  of this  Registration
Statement to  the extent that  a statement  contained herein or  in any  other
subsequently  filed document which also is or  is deemed to be incorporated by
reference  herein modifies or supersedes such statement. Any such statement so



<PAGE>

modified  or  superseded  shall  not  be  deemed,  except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section  124,  Subsections  (1)  through  (4),  of  the  Canada  Business
Corporations Act (the "Act") provides as follows:

        "124.  Indemnification.--(1) Except in  respect of an action  by or on
        behalf  of the corporation or  body corporate to procure a judgment in
        its favour, a  corporation may indemnify a  director or officer of the
        corporation,  a former  director or  officer of  the corporation  or a
        person who acts or acted at the corporation's request as a director or
        officer  of a  body corporate  of which  the corporation  is or  was a
        shareholder  or creditor,  and  his heirs  and  legal representatives,
        against all costs,  charges and expenses, including an amount  paid to
        settle an action or satisfy  a judgment, reasonably incurred by him in
        respect of any civil,  criminal or administrative action or proceeding
        to  which he  is made  a party  by reason  of being  or having  been a
        director or officer of such corporation or body corporate, if

          (a)   he  acted honestly and in  good faith with  a view to the best
                interests of the corporation; and

          (b)   in  the  case   of  a  criminal  or  administrative  action or
                proceeding  that  is enforced  by a  monetary  penalty, he had
                reasonable grounds for believing that his conduct was lawful.

        (2)  Indemnification  in derivative  actions.--A corporation  may with
        the  approval of a court indemnify a person  referred to in subsection
        (1) in respect of an action by or on behalf of the corporation or body
        corporate to procure a  judgment in its favour, to which  he is made a
        party by reason  of being or having been  a director or an  officer of
        the  corporation  or body  corporate, against  all costs,  charges and
        expenses reasonably incurred by him in connection with such action  if
        he fulfills the conditions set out in paragraphs (1)(a) and (b).

        (3)  Indemnity   as  of   right.--Notwithstanding  anything   in  this
        section,  a  person  referred  to  in subsection  (1)  is  entitled to
        indemnity  from the corporation  in respect of all  costs, charges and
        expenses reasonably incurred by him in connection with the defence  of
        any civil, criminal or administrative action or proceeding to which he



<PAGE>

        is made  a party  by reason  of being  or having  been  a director  or
        officer  of the corporation  or body corporate, if  the person seeking
        indemnity

          (a)   was substantially  successful on the merits  in his defence of
                the action or proceeding; and

          (b)   fulfills the conditions set out in  paragraphs (1)(a) and (b).

        (4)  Directors' and officers'  insurance.--A corporation may  purchase
        and maintain insurance  for the benefit  of any person referred  to in
        subsection (1) against any liability incurred by him

          (a)   in his  capacity as a director  or officer of the corporation,
                except  where  the  liability relates  to  his  failure to act
                honestly and in  good faith with a view to the best  interests
                of the corporation, or

          (b)   in  his  capacity  as  director  or  officer of  another  body
                corporate where  he  acts or  acted  in that capacity  at  the
                corporation's  request, except where the liability  relates to
                his failure to act  honestly and in good faith with a  view to
                the best interests of the body corporate."

     Sections  7.02 and 7.03 of the General  By-Laws of the Company provide as
follows:

        "Section 7.02--Indemnity. Subject  to the limitations contained in the
        Act, the Corporation  shall indemnify a director or officer,  a former
        director  or   officer,  or  a  person  who  acts  or   acted  at  the
        Corporation's  request as a director or officer of a body corporate of
        which the Corporation is or was a shareholder or creditor (or a person
        who  undertakes or  has  undertaken  any liability  on behalf  of  the
        Corporation or   any such body  corporate)   and his  heirs and  legal
        representatives, against all costs, charges and expenses, including an
        amount  paid to  settle an  action or  satisfy a  judgment, reasonably
        incurred  by him in  respect of any civil,  criminal or administrative
        action or proceeding to which he is made a party by reason of being or
        having  been a director  or officer  of the  Corporation or  such body
        corporate, if

          (a)   he  acted honestly and in  good faith with  a view to the best
                interests of the Corporation; and

          (b)   in  the  case  of  a  criminal  or   administrative action  or
                proceeding  that  is enforced  by  a monetary penalty, he  has
                reasonable grounds for believing that his conduct was  lawful.



<PAGE>

        Section 7.03--Insurance.  Subject to the  limitations contained in the
        Act, the Corporation may purchase and maintain such insurance for  the
        benefit of its directors  and officers, as the board may from  time to
        time determine.".

        Form of Indemnification Agreement between the Company and each of  its
Directors and Officers, which supplements   the indemnification provisions  of
the General By-Laws of the Company.

     Section  1  and Section  3 of  the  Indemnification Agreement  provide as
follows:

        "1.     Indemnification.

          (a)   Third-Party  Proceedings.   The Company  shall  indemnify  its
        directors   and  officers"   (individually,  the   "Indemnitee"),  "if
        Indemnitee is or was a  party or is threatened  to be made a  party to
        any  threatened, pending  or completed  action or  proceeding, whether
        civil, criminal, administrative or investigative (other than an action
        by or in the right of the Company) by reason of:

             (i)  the  fact that  Indemnitee is  or was  a director,  officer,
        employee or agent of the Company, or any subsidiary of the Company,

             (ii)   any action or inaction on  the part of Indemnitee while an
        officer or director of the Company or,

             (iii)  the fact that Indemnitee is or was  serving at the request
        of the  Company as a director,  officer, employee or  agent of another
        corporation, partnership,  joint venture,  trust or other  enterprise,
        against expenses (including  legal fees), judgments, fines and amounts
        paid in settlement  (if such settlement is  approved in advance by the
        Company, which  approval shall not  be unreasonably withheld) actually
        and  reasonably incurred by Indemnitee in  connection with such action
        or proceeding if Indemnitee acted honestly and in good  faith and with
        a  view to the best interests of the Company, and, with respect to any
        criminal or administrative  action or  proceeding that is  enforced by
        monetary penalty,  if Indemnitee had  reasonable grounds for believing
        Indemnitee's conduct  was lawful.   The termination of  any action  or
        proceeding by  judgment, order, settlement, conviction, or upon a plea
        of nolo  contendere or its equivalent, shall not, of  itself, create a
        presumption  that (A) Indemnitee  did not act honestly,  in good faith
        and  with a  view to the best  interests of  the Company,  or (B) with
        respect to any criminal or administrative action or proceeding that is
        enforced  by  monetary penalty,  Indemnitee  did  not  have reasonable
        grounds for believing that Indemnitee's conduct was lawful.




<PAGE>

          (b)   Proceedings By or  in the  Right of the Company.  The  Company
        shall indemnify  Indemnitee if  Indemnitee was  or is  a party  or  is
        threatened to be made a party to any threatened, pending or  completed
        action  or  proceeding  by or  in  the right  of  the  Company or  any
        subsidiary of the Company to procure a judgment in its favor by reason
        of:

             (i)   the  fact that  Indemnitee is or  was a  director, officer,
        employee or agent of the Company, or any subsidiary of the Company,

             (ii)  any  action or inaction on the part  of Indemnitee while an
        officer or director of the Company or

             (iii)  the fact that  Indemnitee is or was serving at the request
        of the Company  as a director, officer,  employee or agent of  another
        corporation, partnership,  joint venture,  trust or other  enterprise,
        against  expenses (including  legal fees)  and, to the  fullest extent
        permitted  by law,  amounts paid in  settlement, in  each case  to the
        extent actually  and reasonably  incurred by  Indemnitee in connection
        with  the  defense  or  settlement  of such  action  or  proceeding if
        Indemnitee  acted honestly  and in good  faith and with a  view to the
        best interests of  the Company, and,  with respect to any  criminal or
        administrative  action  or proceeding  that  is  enforced  by monetary
        penalty, had reasonably grounds for believing Indemnitee's conduct was
        lawful, and such  indemnification is approved by a court  of competent
        jurisdiction in accordance with applicable law.


          (c)   Tax Gross-Up. If Indemnitee is required by law to  pay any tax
        on account of receipt of any amount under this Agreement,  the Company
        shall increase the  amount payable to Indemnitee such that  the amount
        received by  Indemnitee, after  deduction of all  applicable taxes, is
        equal to  the amount  that Indemnitee would have  received under  this
        Agreement  had such  tax not  been payable,  provided that  Indemnitee
        takes all  reasonable steps  to minimize the  amount of  such tax  and
        provides the Company with evidence satisfactory to the Company, acting
        reasonably, that such steps have been taken."

        3.      Additional indemnification Rights; Nonexclusivity

             (a)  Scope.     Notwithstanding any other   provision   of   this
             Agreement, the Company hereby  agrees to indemnify the Indemnitee
             to the fullest extent  permitted  by  law,  notwithstanding  that
             such  indemnification  is  not specifically  authorized  by other
             provisions   of  this  Agreement,   the  Company's   Articles  of
             Incorporation, the  Company's By-laws  or  by statute.    In  the
             event of any  change, after the  date of this  Agreement, in  any



<PAGE>

             applicable  law, statute  or rule  which expands  the right  of a
             Canadian  corporation to  indemnify  a  member of  its  board  of
             directors, an  officer or  other corporate agent,   such  changes
             shall  be, ipso facto,  within the purview of Indemnitee's rights
             and  Company's obligations under this Agreement.  In the event of
             any  change in applicable law, statute, or rule which narrows the
             right  of a  Canadian corporation  to indemnify  a member  of its
             Board of  Directors, an  officer,  or other,  or other  corporate
             agent,  such changes,  to the  extent not  otherwise  required by
             such  law,  statute, or  rule  to be  applied to  this Agreement,
             shall have  no effect on  this Agreement or  the parties'  rights
             and obligations hereunder.

             (b)  Nonexclusivity.   The  indemnification   provided  by   this
             Agreement  shall not be  deemed exclusive of any  rights to which
             Indemnitee  may  be  entitled  under  the Company's  Articles  of
             Incorporation,   its  By-laws,   any  agreement,   any  vote   of
             shareholders  or  disinterested  directors,  the  Canada Business
             Corporations  Act, as amended, or otherwise, both as to action in
             Indemnitee's  official  capacity  and  as  to action  in  another
             capacity  while   holding  such  office.     The  indemnification
             provided  under this  Agreement shall  continue as  to Indemnitee
             for  any  action   taken  or  not  taken  while  serving   in  an
             indemnified capacity even  though he may have ceased to  serve in
             such  capacity  at the  time  of  any  action  or  other  covered
             proceeding."

     Insofar as  indemnification for liabilities arising  under the Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  may  be  permitted  to
directors, officers or  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 against the
Registrant  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 policy as  expressed in the  Securities Act
and will be governed by the final adjudication of such issue.

     The directors and  officers of  the Registrant are  covered by  insurance
policies  indemnifying  against  certain  liabilities,  including  liabilities




<PAGE>

arising  under the  Securities Act, which  might be  incurred by  them in such
capacities and against which they cannot be indemnified by the Registrant.


Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits

     4(a)       Articles of Incorporation of the Company dated   March 9, 1994
                (incorporated  by reference to Exhibit  3.1 of  the  Company's
                Registration Statement made on  Form F-1, dated July 1, 1999),
                as amended by Certificate and  Articles of Amendment dated May
                7,  1999  (incorporated  by reference  to  Exhibit  3.1 of the
                Company's Registration Statement  made on Form F-1, dated July
                1, 1999)
     4(b)       General By-Laws  of the  Company, as  amended (incorporated by
                reference  to   Exhibit  3.1  of  the  Company's  Registration
                Statement made on Form F-1, dated July 1, 1999)
     4(c)       Creo Products Inc. 1996 Stock Option Plan
     5          Opinion of Getz Prince Wells
     23(a)      Consent of PricewaterhouseCoopers LLP
     23(b)      Consent of KPMG LLP
     24         Power of Attorney (included on the signature page hereto)
     99         Form of Indemnification Agreement between the Company and each
                of its Directors and  Officers (incorporated  by reference  to
                Exhibit 10.2  of the Company's  Registration Statement made on
                Form F-1, dated July 1, 1999)

Item 9.   Undertakings.

     The Company 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;

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

           (iii)  To  include any  material  information with  respect to  the
          plan of distribution  not previously disclosed in  this Registration
          Statement or  any material change  to such information  set forth in
          this Registration Statement;



<PAGE>

     provided,  however, that the undertakings set forth in paragraphs (i) and
     (ii) above 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  this
     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.

        (4)  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 each filing
     of each  plan's annual report pursuant  to Section 15(d) of  the Exchange
     Act) that  is incorporated  by reference  in this Registration  Statement
     shall  be deemed  to  be a  new  registration statement  relating to  the
     securities  offered herein, and the  offering of such  securities at that
     time shall be deemed to be the initial bona fide offering thereof.

        (5)  Insofar as indemnification for  liabilities arising under the 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 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,  Creo
Products Inc.  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 City of Burnaby, Province of  British Columbia,
on the __ day of ___, 2000.

                                    CREO PRODUCTS INC.
                                       (Registrant)


                                    /s/ Thomas A. Kordyback
                                    -------------------------
                                    Thomas A. Kordyback
                                    Chief Financial Officer


                            POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Creo Products Inc. in their respective capacities set forth below
constitutes and appoints Amos Michelson and Thomas A. Kordyback, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to do any and all acts and
all things and to execute any and all instruments which said attorney and
agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of shares of Common Stock of
the Company to be issued by the Company pursuant to, or upon exercise of
stock options granted under, the 1996 Stock Option Plan to the extent that
any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation, the power and authority to sign the name of the undersigned
individual in the capacity indicated below opposite the name of such
individual to the Registration Statement on Form S-8 or any Form relating to
the registration of such Common Stock, to be filed with the Securities and
Exchange Commission with respect to said Common Stock, to sign any and all
amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all



<PAGE>

that said attorneys-in-fact and agents, or any of them, or their 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.

         Signature                     Title                    Date
        ---------                      -----                    ----

/s/  Amos Michelson         Chief Executive Officer          March 7, 2000
---------------------       and Director (Principal
Amos Michelson              Executive Officer)


/s/ Thomas Kordyback        Vice President, Finance,         March 7, 2000
----------------------      Chief Financial Officer
Thomas A. Kordyback         and Secretary (Principal
                            Financial and Accounting
                            Officer)
/s/ Daniel Gelbart          President and Director           March 7, 2000
----------------------
Daniel Gelbart

/s/ Raphael H. Amit         Chair of the Board and           March 7, 2000
----------------------      Director
Raphael H. Amit

/s/ Thomas D. Berman        Director                         March 7, 2000
----------------------
Thomas D. Berman

/s/ John J. Bu              Authorized Representative        March 9, 2000
----------------------      in the United States,
John J. Bu                  Director

/s/ Douglas H. Richardson   Director                         March 8, 2000
-------------------------
Douglas H. Richardson
/s/ Kenneth A. Spencer      Director                         March 7, 2000
-------------------------
Kenneth A. Spencer

/s/ Charles Young           Director                         March 7, 2000
-------------------------
Charles Young






<PAGE>

EXHIBIT INDEX

 Exhibit
 Number                    Description of Exhibit

4(a)      Articles of  Incorporation of the  Company dated   March
          9, 1994   (incorporated by reference  to Exhibit 3.1  of
          the Company's Registration Statement  made on Form  F-1,
          dated July  1, 1999  ),  as amended  by Certificate  and
          Articles of Amendment  dated May  7, 1999  (incorporated
          by   reference   to   Exhibit  3.1   of   the  Company's
          Registration Statement made  on Form F-1, dated July  1,
          1999)
4(b)      General   By-Laws    of   the    Company,   as   amended
          (incorporated  by  reference  to  Exhibit  3.1  of   the
          Company's  Registration  Statement  made  on  Form  F-1,
          dated July 1, 1999)
4(c)*     Creo Products Inc. 1996 Stock Option Plan, as amended
5*        Opinion of Getz Prince Wells
23(a)*    Consent of PricewaterhouseCoopers LLP
23(b)*    Consent of KPMG LLP
24*       Power  of  Attorney  (included  on  the  signature  page
          hereto)
99        Form of  Indemnification Agreement  between the  Company
          and each of its Directors and Officers (incorporated  by
          reference to Exhibit 10.2 of the Company's  Registration
          Statement made on Form F-1, dated July 1, 1999)




---------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31613}]
{"company-data": {"conformed-name": "CREO PRODUCTS INC", "cik": "0001058664", "assigned-sic": "3555", "irs-number": "000000000", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32200", "film-number": "566806"}, "business-address": {"street1": "3700 GILMORE WAY", "street2": "BURNABY BRITISH COLOMBIA V5G 4MI CANADA", "phone": "6044512700"}, "mail-address": {"street1": "3700 GILMORE WAY", "street2": "BURNABY BRITISH COLOMBIA V5G4MI CANDA"}}
As filed with the Securities and Exchange Commission on March 9, 2000
                                            Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933
                            ----------------------
                              Creo Products Inc.
            (Exact name of Registrant as specified in its charter)
              Canada                             None
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)           Identification Number)
                               3700 Gilmore Way
                           Burnaby, British Columbia
                                V5G 4M1, Canada
   (Address, including zip code, of Registrant's principal executive office)

                            1996 Stock Option Plan

                           (Full title of the Plan)
                            ----------------------
                                  Kevin Joyce
                                   Creo Inc.
                         650 Suffolk Street, Suite 100
                               Lowell, MA 01854
                              Ph: (978) 937-8200
   (Name, address, including zip code, and telephone number, including area
   code, of Registrant's agent for service and authorized representative of
                       Registrant in the United States)
                            ----------------------
                                  Copies to:
                                 Lee Meyerson
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York 10017
                            ----------------------
CALCULATION OF REGISTRATION FEE
Proposed              Proposed
              Title of                                                  Maximum                Maximum              Amount of
            Securities to                      Amount to             Offering Price           Aggregate            Registration
            be Registered                    be Registered          Per Share
Offering Price           Fee
Common shares without
par value . . . . . . . . . . . . .           3,500,000                 $35.23             $123,305,000            $32,552.52
[FN]
Pursuant to Rule 457(c) under the  Securities Act  of 1933 the proposed
        maximum offering price per share and the registration fee relating to
        the common shares being registered have  been based on the average of
        the  bid  and  ask  price  of  the  Common Stock, without  par  value
        ("Common Stock")  reported on the  National Association of Securities
        Dealers Automated Quotation System on March 3, 2000.
PART I

Item 1.   Plan Information.

        Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

        Not required to be filed with this Registration Statement.

                                    PART II

Item 3.   Incorporation of Documents by Reference.

     The  following   documents  filed   with  the  Securities   and  Exchange
Commission  by Creo  Products Inc.  (the "Company"  or the  "Corporation") are
hereby incorporated in this Registration Statement by reference:

        (1)  The  Company's Registration  Statement on Form F-1  dated July 1,
             1999.

        (2)  The  Company's Quarterly Report  on Form  10-Q for  the quarterly
             periods ended June 30, 1999.

        (3)  The  Company's Current  Reports  on Form  6-K  dated  February 3,
             2000,  January  26,  2000, January  1,  2000,  December  6, 1000,
             November 9, 1999,  November 8, 1999, October 7, 1999,  October 1,
             1999, and September 30, 1999.

        (4)  The description  of the Company's  Common Stock  contained in the
             registration statement on Form F-1 filed  with the SEC on July 1,
             1999, including  any amendments or reports filed  for the purpose
             of updating such description.

     All documents 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 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  such documents. Any statement  contained in a
document incorporated or  deemed to be incorporated by reference  herein shall
be deemed  to be  modified or  superseded for  purposes  of this  Registration
Statement to  the extent that  a statement  contained herein or  in any  other
subsequently  filed document which also is or  is deemed to be incorporated by
reference  herein modifies or supersedes such statement. Any such statement so
modified  or  superseded  shall  not  be  deemed,  except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section  124,  Subsections  (1)  through  (4),  of  the  Canada  Business
Corporations Act (the "Act") provides as follows:

        "124.  Indemnification.--(1) Except in  respect of an action  by or on
        behalf  of the corporation or  body corporate to procure a judgment in
        its favour, a  corporation may indemnify a  director or officer of the
        corporation,  a former  director or  officer of  the corporation  or a
        person who acts or acted at the corporation's request as a director or
        officer  of a  body corporate  of which  the corporation  is or  was a
        shareholder  or creditor,  and  his heirs  and  legal representatives,
        against all costs,  charges and expenses, including an amount  paid to
        settle an action or satisfy  a judgment, reasonably incurred by him in
        respect of any civil,  criminal or administrative action or proceeding
        to  which he  is made  a party  by reason  of being  or having  been a
        director or officer of such corporation or body corporate, if

          (a)   he  acted honestly and in  good faith with  a view to the best
                interests of the corporation; and

          (b)   in  the  case   of  a  criminal  or  administrative  action or
                proceeding  that  is enforced  by a  monetary  penalty, he had
                reasonable grounds for believing that his conduct was lawful.

        (2)  Indemnification  in derivative  actions.--A corporation  may with
        the  approval of a court indemnify a person  referred to in subsection
        (1) in respect of an action by or on behalf of the corporation or body
        corporate to procure a  judgment in its favour, to which  he is made a
        party by reason  of being or having been  a director or an  officer of
        the  corporation  or body  corporate, against  all costs,  charges and
        expenses reasonably incurred by him in connection with such action  if
        he fulfills the conditions set out in paragraphs (1)(a) and (b).

        (3)  Indemnity   as  of   right.--Notwithstanding  anything   in  this
        section,  a  person  referred  to  in subsection  (1)  is  entitled to
        indemnity  from the corporation  in respect of all  costs, charges and
        expenses reasonably incurred by him in connection with the defence  of
        any civil, criminal or administrative action or proceeding to which he
is made  a party  by reason  of being  or having  been  a director  or
        officer  of the corporation  or body corporate, if  the person seeking
        indemnity

          (a)   was substantially  successful on the merits  in his defence of
                the action or proceeding; and

          (b)   fulfills the conditions set out in  paragraphs (1)(a) and (b).

        (4)  Directors' and officers'  insurance.--A corporation may  purchase
        and maintain insurance  for the benefit  of any person referred  to in
        subsection (1) against any liability incurred by him

          (a)   in his  capacity as a director  or officer of the corporation,
                except  where  the  liability relates  to  his  failure to act
                honestly and in  good faith with a view to the best  interests
                of the corporation, or

          (b)   in  his  capacity  as  director  or  officer of  another  body
                corporate where  he  acts or  acted  in that capacity  at  the
                corporation's  request, except where the liability  relates to
                his failure to act  honestly and in good faith with a  view to
                the best interests of the body corporate."

     Sections  7.02 and 7.03 of the General  By-Laws of the Company provide as
follows:

        "Section 7.02--Indemnity. Subject  to the limitations contained in the
        Act, the Corporation  shall indemnify a director or officer,  a former
        director  or   officer,  or  a  person  who  acts  or   acted  at  the
        Corporation's  request as a director or officer of a body corporate of
        which the Corporation is or was a shareholder or creditor (or a person
        who  undertakes or  has  undertaken  any liability  on behalf  of  the
        Corporation or   any such body  corporate)   and his  heirs and  legal
        representatives, against all costs, charges and expenses, including an
        amount  paid to  settle an  action or  satisfy a  judgment, reasonably
        incurred  by him in  respect of any civil,  criminal or administrative
        action or proceeding to which he is made a party by reason of being or
        having  been a director  or officer  of the  Corporation or  such body
        corporate, if

          (a)   he  acted honestly and in  good faith with  a view to the best
                interests of the Corporation; and

          (b)   in  the  case  of  a  criminal  or   administrative action  or
                proceeding  that  is enforced  by  a monetary penalty, he  has
                reasonable grounds for believing that his conduct was  lawful.
Section 7.03--Insurance.  Subject to the  limitations contained in the
        Act, the Corporation may purchase and maintain such insurance for  the
        benefit of its directors  and officers, as the board may from  time to
        time determine.".

        Form of Indemnification Agreement between the Company and each of  its
Directors and Officers, which supplements   the indemnification provisions  of
the General By-Laws of the Company.

     Section  1  and Section  3 of  the  Indemnification Agreement  provide as
follows:

        "1.     Indemnification.

          (a)   Third-Party  Proceedings.   The Company  shall  indemnify  its
        directors   and  officers"   (individually,  the   "Indemnitee"),  "if
        Indemnitee is or was a  party or is threatened  to be made a  party to
        any  threatened, pending  or completed  action or  proceeding, whether
        civil, criminal, administrative or investigative (other than an action
        by or in the right of the Company) by reason of:

             (i)  the  fact that  Indemnitee is  or was  a director,  officer,
        employee or agent of the Company, or any subsidiary of the Company,

             (ii)   any action or inaction on  the part of Indemnitee while an
        officer or director of the Company or,

             (iii)  the fact that Indemnitee is or was  serving at the request
        of the  Company as a director,  officer, employee or  agent of another
        corporation, partnership,  joint venture,  trust or other  enterprise,
        against expenses (including  legal fees), judgments, fines and amounts
        paid in settlement  (if such settlement is  approved in advance by the
        Company, which  approval shall not  be unreasonably withheld) actually
        and  reasonably incurred by Indemnitee in  connection with such action
        or proceeding if Indemnitee acted honestly and in good  faith and with
        a  view to the best interests of the Company, and, with respect to any
        criminal or administrative  action or  proceeding that is  enforced by
        monetary penalty,  if Indemnitee had  reasonable grounds for believing
        Indemnitee's conduct  was lawful.   The termination of  any action  or
        proceeding by  judgment, order, settlement, conviction, or upon a plea
        of nolo  contendere or its equivalent, shall not, of  itself, create a
        presumption  that (A) Indemnitee  did not act honestly,  in good faith
        and  with a  view to the best  interests of  the Company,  or (B) with
        respect to any criminal or administrative action or proceeding that is
        enforced  by  monetary penalty,  Indemnitee  did  not  have reasonable
        grounds for believing that Indemnitee's conduct was lawful.
(b)   Proceedings By or  in the  Right of the Company.  The  Company
        shall indemnify  Indemnitee if  Indemnitee was  or is  a party  or  is
        threatened to be made a party to any threatened, pending or  completed
        action  or  proceeding  by or  in  the right  of  the  Company or  any
        subsidiary of the Company to procure a judgment in its favor by reason
        of:

             (i)   the  fact that  Indemnitee is or  was a  director, officer,
        employee or agent of the Company, or any subsidiary of the Company,

             (ii)  any  action or inaction on the part  of Indemnitee while an
        officer or director of the Company or

             (iii)  the fact that  Indemnitee is or was serving at the request
        of the Company  as a director, officer,  employee or agent of  another
        corporation, partnership,  joint venture,  trust or other  enterprise,
        against  expenses (including  legal fees)  and, to the  fullest extent
        permitted  by law,  amounts paid in  settlement, in  each case  to the
        extent actually  and reasonably  incurred by  Indemnitee in connection
        with  the  defense  or  settlement  of such  action  or  proceeding if
        Indemnitee  acted honestly  and in good  faith and with a  view to the
        best interests of  the Company, and,  with respect to any  criminal or
        administrative  action  or proceeding  that  is  enforced  by monetary
        penalty, had reasonably grounds for believing Indemnitee's conduct was
        lawful, and such  indemnification is approved by a court  of competent
        jurisdiction in accordance with applicable law.

          (c)   Tax Gross-Up. If Indemnitee is required by law to  pay any tax
        on account of receipt of any amount under this Agreement,  the Company
        shall increase the  amount payable to Indemnitee such that  the amount
        received by  Indemnitee, after  deduction of all  applicable taxes, is
        equal to  the amount  that Indemnitee would have  received under  this
        Agreement  had such  tax not  been payable,  provided that  Indemnitee
        takes all  reasonable steps  to minimize the  amount of  such tax  and
        provides the Company with evidence satisfactory to the Company, acting
        reasonably, that such steps have been taken."

        3.      Additional indemnification Rights; Nonexclusivity

             (a)  Scope.     Notwithstanding any other   provision   of   this
             Agreement, the Company hereby  agrees to indemnify the Indemnitee
             to the fullest extent  permitted  by  law,  notwithstanding  that
             such  indemnification  is  not specifically  authorized  by other
             provisions   of  this  Agreement,   the  Company's   Articles  of
             Incorporation, the  Company's By-laws  or  by statute.    In  the
             event of any  change, after the  date of this  Agreement, in  any
applicable  law, statute  or rule  which expands  the right  of a
             Canadian  corporation to  indemnify  a  member of  its  board  of
             directors, an  officer or  other corporate agent,   such  changes
             shall  be, ipso facto,  within the purview of Indemnitee's rights
             and  Company's obligations under this Agreement.  In the event of
             any  change in applicable law, statute, or rule which narrows the
             right  of a  Canadian corporation  to indemnify  a member  of its
             Board of  Directors, an  officer,  or other,  or other  corporate
             agent,  such changes,  to the  extent not  otherwise  required by
             such  law,  statute, or  rule  to be  applied to  this Agreement,
             shall have  no effect on  this Agreement or  the parties'  rights
             and obligations hereunder.

             (b)  Nonexclusivity.   The  indemnification   provided  by   this
             Agreement  shall not be  deemed exclusive of any  rights to which
             Indemnitee  may  be  entitled  under  the Company's  Articles  of
             Incorporation,   its  By-laws,   any  agreement,   any  vote   of
             shareholders  or  disinterested  directors,  the  Canada Business
             Corporations  Act, as amended, or otherwise, both as to action in
             Indemnitee's  official  capacity  and  as  to action  in  another
             capacity  while   holding  such  office.     The  indemnification
             provided  under this  Agreement shall  continue as  to Indemnitee
             for  any  action   taken  or  not  taken  while  serving   in  an
             indemnified capacity even  though he may have ceased to  serve in
             such  capacity  at the  time  of  any  action  or  other  covered
             proceeding."

     Insofar as  indemnification for liabilities arising  under the Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  may  be  permitted  to
directors, officers or  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 against the
Registrant  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 policy as  expressed in the  Securities Act
and will be governed by the final adjudication of such issue.

     The directors and  officers of  the Registrant are  covered by  insurance
policies  indemnifying  against  certain  liabilities,  including  liabilities
arising  under the  Securities Act, which  might be  incurred by  them in such
capacities and against which they cannot be indemnified by the Registrant.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits

     4(a)       Articles of Incorporation of the Company dated   March 9, 1994
                (incorporated  by reference to Exhibit  3.1 of  the  Company's
                Registration Statement made on  Form F-1, dated July 1, 1999),
                as amended by Certificate and  Articles of Amendment dated May
                7,  1999  (incorporated  by reference  to  Exhibit  3.1 of the
                Company's Registration Statement  made on Form F-1, dated July
                1, 1999)
     4(b)       General By-Laws  of the  Company, as  amended (incorporated by
                reference  to   Exhibit  3.1  of  the  Company's  Registration
                Statement made on Form F-1, dated July 1, 1999)
     4(c)       Creo Products Inc. 1996 Stock Option Plan
     5          Opinion of Getz Prince Wells
     23(a)      Consent of PricewaterhouseCoopers LLP
     23(b)      Consent of KPMG LLP
     24         Power of Attorney (included on the signature page hereto)
     99         Form of Indemnification Agreement between the Company and each
                of its Directors and  Officers (incorporated  by reference  to
                Exhibit 10.2  of the Company's  Registration Statement made on
                Form F-1, dated July 1, 1999)

Item 9.   Undertakings.

     The Company 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;

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

           (iii)  To  include any  material  information with  respect to  the
          plan of distribution  not previously disclosed in  this Registration
          Statement or  any material change  to such information  set forth in
          this Registration Statement;
provided,  however, that the undertakings set forth in paragraphs (i) and
     (ii) above 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  this
     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.

        (4)  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 each filing
     of each  plan's annual report pursuant  to Section 15(d) of  the Exchange
     Act) that  is incorporated  by reference  in this Registration  Statement
     shall  be deemed  to  be a  new  registration statement  relating to  the
     securities  offered herein, and the  offering of such  securities at that
     time shall be deemed to be the initial bona fide offering thereof.

        (5)  Insofar as indemnification for  liabilities arising under the 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 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,  Creo
Products Inc.  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 City of Burnaby, Province of  British Columbia,
on the __ day of ___, 2000.

                                    CREO PRODUCTS INC.
                                       (Registrant)

                                    /s/ Thomas A. Kordyback
                                    -------------------------
                                    Thomas A. Kordyback
                                    Chief Financial Officer

                            POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Creo Products Inc. in their respective capacities set forth below
constitutes and appoints Amos Michelson and Thomas A. Kordyback, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to do any and all acts and
all things and to execute any and all instruments which said attorney and
agent may deem necessary or desirable to enable the Company to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of shares of Common Stock of
the Company to be issued by the Company pursuant to, or upon exercise of
stock options granted under, the 1996 Stock Option Plan to the extent that
any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation, the power and authority to sign the name of the undersigned
individual in the capacity indicated below opposite the name of such
individual to the Registration Statement on Form S-8 or any Form relating to
the registration of such Common Stock, to be filed with the Securities and
Exchange Commission with respect to said Common Stock, to sign any and all
amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their 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.

         Signature                     Title                    Date
        ---------                      -----                    ----

/s/  Amos Michelson         Chief Executive Officer          March 7, 2000
---------------------       and Director (Principal
Amos Michelson              Executive Officer)

/s/ Thomas Kordyback        Vice President, Finance,         March 7, 2000
----------------------      Chief Financial Officer
Thomas A. Kordyback         and Secretary (Principal
                            Financial and Accounting
                            Officer)
/s/ Daniel Gelbart          President and Director           March 7, 2000
----------------------
Daniel Gelbart

/s/ Raphael H. Amit         Chair of the Board and           March 7, 2000
----------------------      Director
Raphael H. Amit

/s/ Thomas D. Berman        Director                         March 7, 2000
----------------------
Thomas D. Berman

/s/ John J. Bu              Authorized Representative        March 9, 2000
----------------------      in the United States,
John J. Bu                  Director

/s/ Douglas H. Richardson   Director                         March 8, 2000
-------------------------
Douglas H. Richardson
/s/ Kenneth A. Spencer      Director                         March 7, 2000
-------------------------
Kenneth A. Spencer

/s/ Charles Young           Director                         March 7, 2000
-------------------------
Charles Young
EXHIBIT INDEX

 Exhibit
 Number                    Description of Exhibit

4(a)      Articles of  Incorporation of the  Company dated   March
          9, 1994   (incorporated by reference  to Exhibit 3.1  of
          the Company's Registration Statement  made on Form  F-1,
          dated July  1, 1999  ),  as amended  by Certificate  and
          Articles of Amendment  dated May  7, 1999  (incorporated
          by   reference   to   Exhibit  3.1   of   the  Company's
          Registration Statement made  on Form F-1, dated July  1,
          1999)
4(b)      General   By-Laws    of   the    Company,   as   amended
          (incorporated  by  reference  to  Exhibit  3.1  of   the
          Company's  Registration  Statement  made  on  Form  F-1,
          dated July 1, 1999)
4(c)*     Creo Products Inc. 1996 Stock Option Plan, as amended
5*        Opinion of Getz Prince Wells
23(a)*    Consent of PricewaterhouseCoopers LLP
23(b)*    Consent of KPMG LLP
24*       Power  of  Attorney  (included  on  the  signature  page
          hereto)
99        Form of  Indemnification Agreement  between the  Company
          and each of its Directors and Officers (incorporated  by
          reference to Exhibit 10.2 of the Company's  Registration
          Statement made on Form F-1, dated July 1, 1999)

---------------------
*Filed herewith