<PAGE>   1
     As filed with the Securities and Exchange Commission on June 24, 1998
                                                Registration No. _______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933




                               IRIDEX CORPORATION

             (Exact name of registrant as specified in its charter)


                  DELAWARE                           77-0210467
       (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)          Identification Number)


                             1212 TERRA BELLA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
   (Address, including zip code, of registrant's principal executive offices)


                                 1998 STOCK PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            1995 DIRECTOR OPTION PLAN
                            (Full title of the plans)


                              Theodore A. Boutacoff
                      President and Chief Executive Officer
                               IRIDEX Corporation
                             1212 Terra Bella Avenue
                         Mountain View, California 94043
                                 (650) 940-4700
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                    Copy to:

                             JUDITH M. O'BRIEN, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050



<PAGE>   2
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================

                                                                        Proposed           Proposed
                                                                         Maximum            Maximum
                                                       Amount           Offering           Aggregate          Amount of
          Title of Securities                          to be              Price             Offering        Registration
            to be Registered                        Registered(#)       Per Share            Price              Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>            <C>                    <C>       
Common Stock to be issued upon exercise of            250,000          $   8.19(1)    $   2,047,500.00       $   604.01
options granted under the 1998 Stock Plan
-------------------------------------------------------------------------------------------------------------------------
Common Stock to be issued pursuant to the              75,000          $   6.96(2)    $     522,000.00       $   153.99
1995 Employee Stock Purchase Plan
-------------------------------------------------------------------------------------------------------------------------
Common Stock to be issued upon exercise of             60,000          $   8.19(3)    $     491,400.00       $   144.96
options under the 1995 Director Option Plan

=========================================================================================================================


</TABLE>


(1)     Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
        amended (the "Act") based on the average between the high and low price
        as reported by the Nasdaq NMS on June 23, 1998.

(2)     Estimated in accordance with Rule 457(c) solely for the purpose of
        calculating the registration fee, based on 85% of the average between
        high and low price as reported by Nasdaq NMS on June 23, 1998.

(3)     Estimated pursuant to Rule 457(c) under the Act.



<PAGE>   3

                               IRIDEX CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by IRIDEX Corporation (the
"Company" or the "Registrant"):

            (a)         The Company's Annual Report on Form 10-K405 for the
                        fiscal year ended December 31, 1997 filed pursuant to
                        Section 13 of the Securities Exchange Act of 1934, as
                        amended (the "EXCHANGE ACT");

            (b)         The Company's definitive proxy statement dated April 30,
                        1998, filed in connection with the Company's Annual
                        Meeting of Stockholders held June 8, 1998;

            (c)         The Company's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 1998, filed pursuant to Section
                        13 of the Exchange Act;

            (d)         The description of the Company's Common Stock contained
                        in the Company's Registration Statement on Form 8-A
                        filed on February 15, 1996, pursuant to Section 12(b) of
                        the Exchange Act.


            All documents filed by Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which de-registers all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            The validity of the issuance of shares of Common Stock offered
hereby will be passed upon for the Registrant by Wilson, Sonsini, Goodrich &
Rosati, P.C. ("WSGR"), Palo Alto, California. Judith Mayer O'Brien, a member of
WSGR, is Secretary of the Registrant.



<PAGE>   4
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporations Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Act. The Registrant's
Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by Delaware General Corporation Law. Registrant has entered
into an indemnification agreement with each of its officers and directors which
provide the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant's Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for a breach of the directors' fiduciary duty as a director to
Registrant and its stockholders, provided that such liability does not arise
from certain proscribed conduct. Registrant also currently maintains officer and
director liability insurance.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

<TABLE>
<CAPTION>

 Exhibit
 Number                       Description of Document
--------    -------------------------------------------------------------------

<S>        <C>
    5.1     Opinion of Counsel as to legality of securities being registered.

   10.1     1998 Stock Plan and forms of option agreements and stock purchase agreement
            thereunder.

   10.2     1995 Employee Stock Purchase Plan, as amended, and form of subscription agreement
            thereunder.

   10.3     1995 Director Stock Option Plan, as amended, and form of option agreement thereunder.

   23.1     Consent of Coopers & Lybrand L.L.P., Independent Accountants.

   23.2     Consent of Counsel (contained in Exhibit 5.1).

   24.1     Power of Attorney (see page 5).

</TABLE>



                                        2



<PAGE>   5
ITEM 9.     UNDERTAKINGS.

            The undersigned Registrant hereby undertakes:

    (a)     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

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

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

    (b)     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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.



                                        3



<PAGE>   6
                                   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 Mountain View, State of California, on this 19th day
of June, 1998.


                                      IRIDEX CORPORATION


                                      By: /s/  THEODORE A. BOUTACOFF
                                         ---------------------------------------
                                         Theodore A. Boutacoff
                                         President and Chief Executive Officer



                                        4



<PAGE>   7




                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Theodore A. Boutacoff and James L.
Donovan jointly and severally, his or her attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his or her 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 dates indicated.

<TABLE>
<CAPTION>

          Signatures                               Title                             Date
-------------------------             ----------------------------------        ---------------

<S>                                   <C>                                       <C>
/s/ Theodore A. Boutacoff             President, Chief Executive Officer         June 19, 1998
-------------------------             and Director (Principal Executive                 
Theodore A. Boutacoff                 Officer)

                                      
/s/ James L. Donovan                  Vice President, Corporate                  June 19, 1998
-------------------------             Business Development                            
James L. Donovan                      

/s/ Robert Kamenski                   Chief Financial Officer (Principal         June 19, 1998
-------------------------             Accounting Officer) and Director                
Robert Kamenski                       

/s/ John M. Nehra                     Chairman of the Board of                   June 19, 1998
-------------------------             Directors                                       
John M. Nehra                         

/s/ William Boeger, III               Director                                   June 19, 1998
-------------------------                                                             
William Boeger, III

/s/ Milton Chang                      Director                                   June 19, 1998
-------------------------                                                             
Milton Chang

/s/ Donald L. Hammond                 Director                                   June 19, 1998
-------------------------                                                             
Donald L. Hammond

/s/ Joshua Makower                    Director                                   June 19, 1998
-------------------------
Joshua Makower

</TABLE>



                                        5



<PAGE>   8
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                               IRIDEX CORPORATION

                                  June 24, 1998



<PAGE>   9
                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>

Exhibit                                                                                      Page
Number                                                                                        No.
------                                                                                        ---

<S>                                                                                          <C>

5.1         Opinion of Counsel as to legality of securities being registered.

10.1        1998 Stock Plan and forms of option agreements and restricted stock
            purchase agreement thereunder.

10.2        1995 Employee Stock Purchase Plan and form of subscription agreement
            thereunder.

10.3        1995 Director Option Plan and form of option agreement thereunder.

23.1        Consent of Coopers & Lybrand L.L.P., Independent Accountants.

23.2        Consent of Counsel (contained in Exhibit 5.1).

24.1        Power of Attorney (see page 5).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17210}]
{"company-data": {"conformed-name": "IRIDEX CORP", "cik": "0001006045", "assigned-sic": "3845", "irs-number": "770210467", "state-of-incorporation": "DE", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57573", "film-number": "98653214"}, "business-address": {"street1": "1212 TERRA BELLA AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "95034-1824", "phone": "6509404700"}, "mail-address": {"street1": "1212 TERRA BELLA AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "95034-1824"}}
1
     As filed with the Securities and Exchange Commission on June 24, 1998
                                                Registration No. _______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               IRIDEX CORPORATION

             (Exact name of registrant as specified in its charter)

                  DELAWARE                           77-0210467
       (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)          Identification Number)

                             1212 TERRA BELLA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
   (Address, including zip code, of registrant's principal executive offices)

                                 1998 STOCK PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            1995 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                              Theodore A. Boutacoff
                      President and Chief Executive Officer
                               IRIDEX Corporation
                             1212 Terra Bella Avenue
                         Mountain View, California 94043
                                 (650) 940-4700
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                             JUDITH M. O'BRIEN, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
2
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================

                                                                        Proposed           Proposed
                                                                         Maximum            Maximum
                                                       Amount           Offering           Aggregate          Amount of
          Title of Securities                          to be              Price             Offering        Registration
            to be Registered                        Registered(#)       Per Share            Price              Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock to be issued upon exercise of            250,000          $   8.19(1)    $   2,047,500.00       $   604.01
options granted under the 1998 Stock Plan
-------------------------------------------------------------------------------------------------------------------------
Common Stock to be issued pursuant to the              75,000          $   6.96(2)    $     522,000.00       $   153.99
1995 Employee Stock Purchase Plan
-------------------------------------------------------------------------------------------------------------------------
Common Stock to be issued upon exercise of             60,000          $   8.19(3)    $     491,400.00       $   144.96
options under the 1995 Director Option Plan

=========================================================================================================================
(1)     Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
        amended (the "Act") based on the average between the high and low price
        as reported by the Nasdaq NMS on June 23, 1998.

(2)     Estimated in accordance with Rule 457(c) solely for the purpose of
        calculating the registration fee, based on 85% of the average between
        high and low price as reported by Nasdaq NMS on June 23, 1998.

(3)     Estimated pursuant to Rule 457(c) under the Act.
3

                               IRIDEX CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by IRIDEX Corporation (the
"Company" or the "Registrant"):

            (a)         The Company's Annual Report on Form 10-K405 for the
                        fiscal year ended December 31, 1997 filed pursuant to
                        Section 13 of the Securities Exchange Act of 1934, as
                        amended (the "EXCHANGE ACT");

            (b)         The Company's definitive proxy statement dated April 30,
                        1998, filed in connection with the Company's Annual
                        Meeting of Stockholders held June 8, 1998;

            (c)         The Company's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 1998, filed pursuant to Section
                        13 of the Exchange Act;

            (d)         The description of the Company's Common Stock contained
                        in the Company's Registration Statement on Form 8-A
                        filed on February 15, 1996, pursuant to Section 12(b) of
                        the Exchange Act.

            All documents filed by Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which de-registers all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            The validity of the issuance of shares of Common Stock offered
hereby will be passed upon for the Registrant by Wilson, Sonsini, Goodrich &
Rosati, P.C. ("WSGR"), Palo Alto, California. Judith Mayer O'Brien, a member of
WSGR, is Secretary of the Registrant.
4
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporations Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Act. The Registrant's
Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by Delaware General Corporation Law. Registrant has entered
into an indemnification agreement with each of its officers and directors which
provide the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant's Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for a breach of the directors' fiduciary duty as a director to
Registrant and its stockholders, provided that such liability does not arise
from certain proscribed conduct. Registrant also currently maintains officer and
director liability insurance.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.
Exhibit
 Number                       Description of Document
--------    -------------------------------------------------------------------
5.1     Opinion of Counsel as to legality of securities being registered.

   10.1     1998 Stock Plan and forms of option agreements and stock purchase agreement
            thereunder.

   10.2     1995 Employee Stock Purchase Plan, as amended, and form of subscription agreement
            thereunder.

   10.3     1995 Director Stock Option Plan, as amended, and form of option agreement thereunder.

   23.1     Consent of Coopers & Lybrand L.L.P., Independent Accountants.

   23.2     Consent of Counsel (contained in Exhibit 5.1).

   24.1     Power of Attorney (see page 5).
2
5
ITEM 9.     UNDERTAKINGS.

            The undersigned Registrant hereby undertakes:

    (a)     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

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

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

    (b)     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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                        3
6
                                   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 Mountain View, State of California, on this 19th day
of June, 1998.

                                      IRIDEX CORPORATION

                                      By: /s/  THEODORE A. BOUTACOFF
                                         ---------------------------------------
                                         Theodore A. Boutacoff
                                         President and Chief Executive Officer

                                        4
7

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Theodore A. Boutacoff and James L.
Donovan jointly and severally, his or her attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his or her 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 dates indicated.
Signatures                               Title                             Date
-------------------------             ----------------------------------        ---------------
/s/ Theodore A. Boutacoff             President, Chief Executive Officer         June 19, 1998
-------------------------             and Director (Principal Executive                 
Theodore A. Boutacoff                 Officer)

                                      
/s/ James L. Donovan                  Vice President, Corporate                  June 19, 1998
-------------------------             Business Development                            
James L. Donovan                      

/s/ Robert Kamenski                   Chief Financial Officer (Principal         June 19, 1998
-------------------------             Accounting Officer) and Director                
Robert Kamenski                       

/s/ John M. Nehra                     Chairman of the Board of                   June 19, 1998
-------------------------             Directors                                       
John M. Nehra                         

/s/ William Boeger, III               Director                                   June 19, 1998
-------------------------                                                             
William Boeger, III

/s/ Milton Chang                      Director                                   June 19, 1998
-------------------------                                                             
Milton Chang

/s/ Donald L. Hammond                 Director                                   June 19, 1998
-------------------------                                                             
Donald L. Hammond

/s/ Joshua Makower                    Director                                   June 19, 1998
-------------------------
Joshua Makower
5
8
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                               IRIDEX CORPORATION

                                  June 24, 1998
9
                                INDEX TO EXHIBITS
Exhibit                                                                                      Page
Number                                                                                        No.
------                                                                                        ---
5.1         Opinion of Counsel as to legality of securities being registered.

10.1        1998 Stock Plan and forms of option agreements and restricted stock
            purchase agreement thereunder.

10.2        1995 Employee Stock Purchase Plan and form of subscription agreement
            thereunder.

10.3        1995 Director Option Plan and form of option agreement thereunder.

23.1        Consent of Coopers & Lybrand L.L.P., Independent Accountants.

23.2        Consent of Counsel (contained in Exhibit 5.1).

24.1        Power of Attorney (see page 5).