<PAGE>   1
     As filed with the Securities and Exchange Commission on June 26, 1996
                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         ADVANCED POLYMER SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                              94-2875566
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                3696 Haven Avenue, Redwood City, California 94063
                    (Address of Principal Executive Offices)


                                 1992 Stock Plan
                            (Full Title of the Plan)

                             Michael P.J. O'Connell
                             Chief Financial Officer
                         Advanced Polymer Systems, Inc.
                                3696 Haven Avenue
                         Redwood City, California 94063
                     (Name and Address of Agent For Service)

                                 (415) 366-2626
          (Telephone Number, Including Area Code, of Agent For Service)

                         Copy to: Richard A. Peers, Esq.
                         Heller Ehrman White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                                 (415) 324-7000

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

===================================================================================================================
        Title of Securities        Amount to be         Proposed Maximum        Proposed Maximum         Amount of
         to be Registered           Registered           Offering Price        Aggregate Offering      Registration
                                                          per Share (1)              Price                  Fee
- -------------------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                    <C>                     <C>
Common Stock, par value $0.01         750,000                  $9.38               $7,035,000            $2,426.00
===================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of computing the amount of registration
      fee pursuant to Rule 457(c) under the Securities Act, as amended, based on
      the average of the high and low prices of the Registrant's Common Stock
      reported on the NASDAQ National Market on June 21, 1996.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") by the registrant are incorporated by
reference in this registration statement:

         (a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

         (b) The registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;

         (c) The description of the Common Stock of the registrant contained in
the registrant's registration statement on Form 8-A filed with the Commission on
August 7, 1987 pursuant to Section 12 of the Exchange Act of 1934, as amended
(the "Exchange Act"); and

         (d) The 1992 Stock Plan, as amended, filed as an Exhibit to the
registrant's Notice of 1996 Annual Meeting of Stockholders and Proxy Statement
filed with the Commission on April 26, 1996.       

         (e) All documents subsequently filed by the registrant 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 hereby
have been sold or which deregisters all securities then remaining unsold.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware. Section B of Article VI of the
registrant's Certificate of Incorporation provides:

         "(1) Right to Indemnification. Each person who was or is made a party
     or is threatened to be made a party to or is involved in any action, suit
     or proceeding, whether civil, criminal, administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she, or a
     person of whom he or she is the legal representative, is or was a director
     or officer, of the Corporation or is or was serving at the request of the
     Corporation, as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to employee benefit plans, whether the basis
     of such proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the General
     Corporation Law of the State of Delaware, as the same exists or may
     hereafter be amended (but, in the case of any such amendment, only to the
     extent that such amendment permits the Corporation to provide broader
     indemnification rights than said law permitted the Corporation to provide
     prior to such amendment), against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amounts paid or to be paid in settlement) reasonably incurred
     or suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereof) was authorized by the


                                      II-1
<PAGE>   3
     board of directors of the Corporation. The right to indemnification
     conferred in this Section B shall be a contract right and shall include the
     right to be paid by the Corporation the expenses incurred in defending any
     such proceeding in advance of its final disposition; provided, however,
     that, if the General Corporation Law of the State of Delaware requires, the
     payment of such expenses incurred by a director or officer in his or her
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer,
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only upon
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advanced if it shall
     ultimately be determined that such director or officer is not entitled to
     be indemnified under this Section or otherwise. The Corporation may, by
     action of its Board of Directors, provide indemnification to employees and
     agents of the Corporation with the same scope and effect as the foregoing
     indemnification of directors and officers.

         (2) Non-Exclusivity of Rights. The right to indemnification and the
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this Section B shall not be exclusive of any
     other rights which any person may have or hereafter acquire under any
     statute, provisions of this Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

         (3) Insurance. The Corporation may maintain insurance, at its expense,
     to protect itself and any director, officer, employee or agent of the
     Corporation or another corporation, partnership, joint venture, trust or
     other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under Delaware General Corporation Law."

         Registrant maintains directors' and officers' liability insurance in
the amount of $5,000,000 which covers civil liabilities. Such insurance helps
the Registrant to attract qualified officers and directors, by providing a means
for the Company to pay the costs and expenses involved in the event civil
litigation is brought against one of the Registrant's officers or directors.

ITEM 8. EXHIBITS

 5          Opinion of Heller Ehrman White & McAuliffe

23.1        Consent of KPMG Peat Marwick LLP

23.3        Consent of Heller Ehrman White & McAuliffe
            (filed as part of Exhibit 5)

24.1        Power of Attorney (see page II-3)


ITEM 9. UNDERTAKINGS

         A. The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;


                                      II-2
<PAGE>   4

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

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

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

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
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 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

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

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

         B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Redwood City, State of California, on this 26th day
of June, 1996.


                                       ADVANCED POLYMER SYSTEMS, INC.



                                       By:/s/ Michael P.J. O'Connell
                                          -------------------------------------
                                          Michael P.J. O'Connell
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)


                      POWER OF ATTORNEY TO SIGN AMENDMENTS

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint John J. Meakem, Jr. and Michael
P.J. O'Connell, or either of them, with full power of substitution, such
person's true and lawful attorneys-in-fact and agents for such person in such
person's name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 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 full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.




/s/ John J. Meakem, Jr.        Chairman of the Board             June 26, 1996
- --------------------------     and President (Principal
John J. Meakem, Jr.            Executive Officer)


/s/ Michael P.J. O'Connell     Chief Financial Officer           June 26, 1996
- --------------------------     (Principal Financial and
Michael P.J. O'Connell         Accounting Officer)


/s/ Carl Ehmann                Director                          June 26,  1996
- --------------------------
Carl Ehmann


                                      II-4
<PAGE>   6
/s/ Jorge Heller               Director                          June 26, 1996
- --------------------------
Jorge Heller


/s/ Helen C. Leong             Director                          June 26, 1996
- --------------------------
Helen C. Leong


/s/ Peter Riepenhausen         Director                          June 26, 1996
- --------------------------
Peter Riepenhausen


/s/ Toby Rosenblatt            Director                          June 26, 1996
- --------------------------
Toby Rosenblatt


/s/ Gregory H. Turnbull        Director                          June 26, 1996
- --------------------------
Gregory H. Turnbull


/s/ Dennis Winger              Director                          June 26, 1996
- --------------------------
Dennis Winger


                                      II-5
<PAGE>   7
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                Sequentially
Item No.                                Description of Item                                     Numbered Page
- --------                                -------------------                                     -------------
<CAPTION>
<S>         <C>                                                                                 <C>
 5          Opinion of Heller Ehrman White & McAuliffe......................................

23.1        Consent of KPMG Peat Marwick LLP................................................

23.3        Consent of Heller Ehrman White & McAuliffe
             (filed as part of Exhibit 5) ..................................................

24.1        Power of Attorney (see page II-3) ..............................................

</TABLE>


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED JUNE 26, 1996", "secsgml_size_bytes": 17921}]
{"company-data": {"conformed-name": "ADVANCED POLYMER SYSTEMS INC /DE/", "cik": "0000818033", "assigned-sic": "2821", "irs-number": "942875566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06841", "film-number": "96585828"}, "business-address": {"street1": "3696 HAVEN AVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "415-366-2626"}, "mail-address": {"street2": "3696 HAVEN AVENUE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
1
     As filed with the Securities and Exchange Commission on June 26, 1996
                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         ADVANCED POLYMER SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                              94-2875566
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                3696 Haven Avenue, Redwood City, California 94063
                    (Address of Principal Executive Offices)

                                 1992 Stock Plan
                            (Full Title of the Plan)

                             Michael P.J. O'Connell
                             Chief Financial Officer
                         Advanced Polymer Systems, Inc.
                                3696 Haven Avenue
                         Redwood City, California 94063
                     (Name and Address of Agent For Service)

                                 (415) 366-2626
          (Telephone Number, Including Area Code, of Agent For Service)

                         Copy to: Richard A. Peers, Esq.
                         Heller Ehrman White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                                 (415) 324-7000
CALCULATION OF REGISTRATION FEE

===================================================================================================================
        Title of Securities        Amount to be         Proposed Maximum        Proposed Maximum         Amount of
         to be Registered           Registered           Offering Price        Aggregate Offering      Registration
                                                          per Share (1)              Price                  Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01         750,000                  $9.38               $7,035,000            $2,426.00
===================================================================================================================
(1)   Estimated solely for the purpose of computing the amount of registration
      fee pursuant to Rule 457(c) under the Securities Act, as amended, based on
      the average of the high and low prices of the Registrant's Common Stock
      reported on the NASDAQ National Market on June 21, 1996.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") by the registrant are incorporated by
reference in this registration statement:

         (a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

         (b) The registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;

         (c) The description of the Common Stock of the registrant contained in
the registrant's registration statement on Form 8-A filed with the Commission on
August 7, 1987 pursuant to Section 12 of the Exchange Act of 1934, as amended
(the "Exchange Act"); and

         (d) The 1992 Stock Plan, as amended, filed as an Exhibit to the
registrant's Notice of 1996 Annual Meeting of Stockholders and Proxy Statement
filed with the Commission on April 26, 1996.       

         (e) All documents subsequently filed by the registrant 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 hereby
have been sold or which deregisters all securities then remaining unsold.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware. Section B of Article VI of the
registrant's Certificate of Incorporation provides:

         "(1) Right to Indemnification. Each person who was or is made a party
     or is threatened to be made a party to or is involved in any action, suit
     or proceeding, whether civil, criminal, administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she, or a
     person of whom he or she is the legal representative, is or was a director
     or officer, of the Corporation or is or was serving at the request of the
     Corporation, as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to employee benefit plans, whether the basis
     of such proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the General
     Corporation Law of the State of Delaware, as the same exists or may
     hereafter be amended (but, in the case of any such amendment, only to the
     extent that such amendment permits the Corporation to provide broader
     indemnification rights than said law permitted the Corporation to provide
     prior to such amendment), against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amounts paid or to be paid in settlement) reasonably incurred
     or suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereof) was authorized by the

                                      II-1
3
     board of directors of the Corporation. The right to indemnification
     conferred in this Section B shall be a contract right and shall include the
     right to be paid by the Corporation the expenses incurred in defending any
     such proceeding in advance of its final disposition; provided, however,
     that, if the General Corporation Law of the State of Delaware requires, the
     payment of such expenses incurred by a director or officer in his or her
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer,
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only upon
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advanced if it shall
     ultimately be determined that such director or officer is not entitled to
     be indemnified under this Section or otherwise. The Corporation may, by
     action of its Board of Directors, provide indemnification to employees and
     agents of the Corporation with the same scope and effect as the foregoing
     indemnification of directors and officers.

         (2) Non-Exclusivity of Rights. The right to indemnification and the
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this Section B shall not be exclusive of any
     other rights which any person may have or hereafter acquire under any
     statute, provisions of this Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

         (3) Insurance. The Corporation may maintain insurance, at its expense,
     to protect itself and any director, officer, employee or agent of the
     Corporation or another corporation, partnership, joint venture, trust or
     other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under Delaware General Corporation Law."

         Registrant maintains directors' and officers' liability insurance in
the amount of $5,000,000 which covers civil liabilities. Such insurance helps
the Registrant to attract qualified officers and directors, by providing a means
for the Company to pay the costs and expenses involved in the event civil
litigation is brought against one of the Registrant's officers or directors.

ITEM 8. EXHIBITS

 5          Opinion of Heller Ehrman White & McAuliffe

23.1        Consent of KPMG Peat Marwick LLP

23.3        Consent of Heller Ehrman White & McAuliffe
            (filed as part of Exhibit 5)

24.1        Power of Attorney (see page II-3)

ITEM 9. UNDERTAKINGS

         A. The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

                                      II-2
4

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

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

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

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
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 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

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

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

         B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Redwood City, State of California, on this 26th day
of June, 1996.

                                       ADVANCED POLYMER SYSTEMS, INC.

                                       By:/s/ Michael P.J. O'Connell
                                          -------------------------------------
                                          Michael P.J. O'Connell
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)

                      POWER OF ATTORNEY TO SIGN AMENDMENTS

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint John J. Meakem, Jr. and Michael
P.J. O'Connell, or either of them, with full power of substitution, such
person's true and lawful attorneys-in-fact and agents for such person in such
person's name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 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 full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully, to all intents and
purposes, as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.

/s/ John J. Meakem, Jr.        Chairman of the Board             June 26, 1996
- --------------------------     and President (Principal
John J. Meakem, Jr.            Executive Officer)

/s/ Michael P.J. O'Connell     Chief Financial Officer           June 26, 1996
- --------------------------     (Principal Financial and
Michael P.J. O'Connell         Accounting Officer)

/s/ Carl Ehmann                Director                          June 26,  1996
- --------------------------
Carl Ehmann

                                      II-4
6
/s/ Jorge Heller               Director                          June 26, 1996
- --------------------------
Jorge Heller

/s/ Helen C. Leong             Director                          June 26, 1996
- --------------------------
Helen C. Leong

/s/ Peter Riepenhausen         Director                          June 26, 1996
- --------------------------
Peter Riepenhausen

/s/ Toby Rosenblatt            Director                          June 26, 1996
- --------------------------
Toby Rosenblatt

/s/ Gregory H. Turnbull        Director                          June 26, 1996
- --------------------------
Gregory H. Turnbull

/s/ Dennis Winger              Director                          June 26, 1996
- --------------------------
Dennis Winger

                                      II-5
7
                                INDEX TO EXHIBITS
Sequentially
Item No.                                Description of Item                                     Numbered Page
- --------                                -------------------                                     -------------
5          Opinion of Heller Ehrman White & McAuliffe......................................

23.1        Consent of KPMG Peat Marwick LLP................................................

23.3        Consent of Heller Ehrman White & McAuliffe
             (filed as part of Exhibit 5) ..................................................

24.1        Power of Attorney (see page II-3) ..............................................
II-6