<PAGE>   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1999
                                                            REGISTRATION NO.333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

                               VISX, INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                       06-1161793
       (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER
                INCORPORATION                IDENTIFICATION NO.)
              OR ORGANIZATION)


                             3400 CENTRAL EXPRESSWAY
                          SANTA CLARA, CALIFORNIA 95051
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 1995 STOCK PLAN

                            (FULL TITLE OF THE PLAN)

                                  MARK B. LOGAN
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                               VISX, INCORPORATED
                             3400 CENTRAL EXPRESSWAY
                          SANTA CLARA, CALIFORNIA 95051
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:
                               KINA LAMBLIN, ESQ.
                               VISX, INCORPORATED
                             3400 CENTRAL EXPRESSWAY
                          SANTA CLARA, CALIFORNIA 95051
                                (408)  733-2020


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

=====================================================================================================================
                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM 
TITLE OF SECURITIES TO BE REGISTERED(1)       AMOUNT TO BE   OFFERING PRICE    AGGREGATE OFFERING       AMOUNT OF
                                               REGISTERED      PER SHARE            PRICE(2)         REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>               <C>                   <C> 
1995 Stock Plan
  Common Stock, $0.01 par value.............     923,971        $93.3125         $86,218,043.93        $23,968.62
---------------------------------------------------------------------------------------------------------------------
=====================================================================================================================

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended (the "Securities Act"), this Registration Statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plan described herein.

(2) Calculated solely for the purpose of this offering under Rule 457(h) of the
    Securities Act, on the basis of the average of the high and low selling
    prices per share of Common Stock on March 25, 1999 as reported on the Nasdaq
    National Market.

---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       2
<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

   The following documents and information previously filed with the Securities
and Exchange Commission are hereby incorporated by reference:

      (a) The Registrant's Annual Report on Form 10-K for the year ended
   December 31, 1998 filed pursuant to Section 13 of the Securities Exchange Act
   of 1934 (the "Exchange Act").

      (b) The description of the Common Stock of the Registrant that is
   contained in the Registration Statement on Form 8-A/A filed pursuant to
   Section 12 of the Exchange Act on November 13, 1995.

      (c) All documents filed by the Registrant pursuant to Sections 13(a),
   13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
   Registration Statement and 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 the Registration Statement and to be a part
   hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

   The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements to such effect with
its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The form of such
indemnification agreement has been approved by the Company's stockholders.



                                       3
<PAGE>   4




ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>

 EXHIBIT      
 NUMBER                        DESCRIPTION
 -------                       -----------

<S>          <C>    
   5.1       Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality of
             securities being registered

  10.1       1995 Stock Plan (previously filed as Exhibit 10.1 to Form S-8 Registration
             Statement No. 333-23999)

  23.1       Consent of Arthur Andersen LLP, Independent Public Accountants

  23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
             5.1.hereto)

  24.1       Power of Attorney (see page 6)

</TABLE>

ITEM 9. UNDERTAKINGS.

   (a)The undersigned Registrant hereby undertakes:

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

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

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

   (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 Exchange
Act) 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
an 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.



                                       4
<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 Santa Clara, State of California on March 29, 1999.

                                       VISX, INCORPORATED

                                       By:    /s/    MARK B. LOGAN 
                                          ---------------------------------
                                       Mark B. Logan, Chairman of the Board
                                       and Chief Executive Officer

                                       By:    /s/  TIMOTHY R. MAIER 
                                          ---------------------------------
                                       Timothy R. Maier, Executive Vice
                                       President,
                                       Chief Financial Officer and Treasurer



                                       5
<PAGE>   6

                                POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark B. Logan and Timothy R. Maier, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him or her 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
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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


<TABLE>
<CAPTION>
           SIGNATURE                              TITLE                         DATE
           ---------                              -----                         ----
<S>                                     <C>                                 <C>
PRINCIPAL EXECUTIVE OFFICER:


/s/  MARK B. LOGAN                      Chairman of the Board, Chief        March 29, 1999
-----------------------------------     Executive Officer and Director*
       Mark B. Logan                    

PRINCIPAL FINANCIAL OFFICER:


        /s/  TIMOTHY R. MAIER           Executive Vice President,           March 29, 1999 
-----------------------------------     Chief Financial Officer and
               Timothy R. Maier         Treasurer
                                                                 
                                                                                             
PRINCIPAL ACCOUNTING OFFICER:                                                                
                                                                                             
                                                                                             
        /s/  DEREK A. BERTOCCI          Vice President, Controller          March 29, 1999 
-----------------------------------                              
               Derek A. Bertocci                                 
                                                                 
                                                                 
                                                                                             
        /s/  ELIZABETH H. Davila        President, Chief  Operating         March 29, 1999 
-----------------------------------     Officer and Director* 
               Elizabeth H. Davila      
                                                                                             
                                                                                             
                                        Director*                           March __, 1999 
-----------------------------------                                                          
               Glendon E. French                                                             
                                                                                             
                                                                                             
       /s/ JOHN W. GALIARDO             Director*                           March 29, 1999 
--------------------------------------                                                       
               John W. Galiardo                                                              
                                                                                             
                                                                                             
        /s/  JAY T. HOLMES              Director*                           March 29, 1999 
--------------------------------------                                                       
               Jay T. Holmes                                                                 
                                                                                             
                                                                                             
        /s/  RICHARD B. SAYFORD         Director*                           March 29, 1999 
--------------------------------------                                      
               Richard B. Sayford

</TABLE>

----------
*  The employee benefit plan being registered pursuant to this Registration
   Statement is subject to administration by the Board of Directors of the
   Registrant.


                                       6
<PAGE>   7



<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS

   EXHIBIT      
   NUMBER                        DESCRIPTION
   -------                       -----------

  <S>          <C>                                                                     
     5.1       Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality of
               securities being registered
    10.1       1995 Stock Plan (previously filed as Exhibit 10.1 to Form S-8
               Registration Statement No. 333-23999)
    23.1       Consent of Arthur Andersen LLP, Independent Public Accountants
    23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
               5.1 hereto)
    24.1       Power of Attorney (see page 6)

</TABLE>


                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17359}]
{"company-data": {"conformed-name": "VISX INC", "cik": "0000837991", "assigned-sic": "3845", "irs-number": "061161793", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75207", "film-number": "99576609"}, "business-address": {"street1": "3400 CENTRAL EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051", "phone": "4087332020"}, "mail-address": {"street1": "VISX INC", "street2": "3400 CENTRAL EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0703"}, "former-company": {"former-conformed-name": "TAUNTON TECHNOLOGIES INC", "date-changed": "19901212"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1999
                                                            REGISTRATION NO.333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

                               VISX, INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                       06-1161793
       (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER
                INCORPORATION                IDENTIFICATION NO.)
              OR ORGANIZATION)

                             3400 CENTRAL EXPRESSWAY
                          SANTA CLARA, CALIFORNIA 95051
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 1995 STOCK PLAN

                            (FULL TITLE OF THE PLAN)

                                  MARK B. LOGAN
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                               VISX, INCORPORATED
                             3400 CENTRAL EXPRESSWAY
                          SANTA CLARA, CALIFORNIA 95051
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:
                               KINA LAMBLIN, ESQ.
                               VISX, INCORPORATED
                             3400 CENTRAL EXPRESSWAY
                          SANTA CLARA, CALIFORNIA 95051
                                (408)  733-2020
2

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM 
TITLE OF SECURITIES TO BE REGISTERED(1)       AMOUNT TO BE   OFFERING PRICE    AGGREGATE OFFERING       AMOUNT OF
                                               REGISTERED      PER SHARE            PRICE(2)         REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
1995 Stock Plan
  Common Stock, $0.01 par value.............     923,971        $93.3125         $86,218,043.93        $23,968.62
---------------------------------------------------------------------------------------------------------------------
=====================================================================================================================

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended (the "Securities Act"), this Registration Statement also covers an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plan described herein.

(2) Calculated solely for the purpose of this offering under Rule 457(h) of the
    Securities Act, on the basis of the average of the high and low selling
    prices per share of Common Stock on March 25, 1999 as reported on the Nasdaq
    National Market.

---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

   The following documents and information previously filed with the Securities
and Exchange Commission are hereby incorporated by reference:

      (a) The Registrant's Annual Report on Form 10-K for the year ended
   December 31, 1998 filed pursuant to Section 13 of the Securities Exchange Act
   of 1934 (the "Exchange Act").

      (b) The description of the Common Stock of the Registrant that is
   contained in the Registration Statement on Form 8-A/A filed pursuant to
   Section 12 of the Exchange Act on November 13, 1995.

      (c) All documents filed by the Registrant pursuant to Sections 13(a),
   13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
   Registration Statement and 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 the Registration Statement and to be a part
   hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

   The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements to such effect with
its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The form of such
indemnification agreement has been approved by the Company's stockholders.

                                       3
4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT      
 NUMBER                        DESCRIPTION
 -------                       -----------
5.1       Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality of
             securities being registered

  10.1       1995 Stock Plan (previously filed as Exhibit 10.1 to Form S-8 Registration
             Statement No. 333-23999)

  23.1       Consent of Arthur Andersen LLP, Independent Public Accountants

  23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
             5.1.hereto)

  24.1       Power of Attorney (see page 6)
ITEM 9. UNDERTAKINGS.

   (a)The undersigned Registrant hereby undertakes:

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

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

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

   (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 Exchange
Act) 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
an 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.

                                       4
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 Santa Clara, State of California on March 29, 1999.

                                       VISX, INCORPORATED

                                       By:    /s/    MARK B. LOGAN 
                                          ---------------------------------
                                       Mark B. Logan, Chairman of the Board
                                       and Chief Executive Officer

                                       By:    /s/  TIMOTHY R. MAIER 
                                          ---------------------------------
                                       Timothy R. Maier, Executive Vice
                                       President,
                                       Chief Financial Officer and Treasurer

                                       5
6

                                POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark B. Logan and Timothy R. Maier, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him or her 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
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

   Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                              TITLE                         DATE
           ---------                              -----                         ----
PRINCIPAL EXECUTIVE OFFICER:

/s/  MARK B. LOGAN                      Chairman of the Board, Chief        March 29, 1999
-----------------------------------     Executive Officer and Director*
       Mark B. Logan                    

PRINCIPAL FINANCIAL OFFICER:

        /s/  TIMOTHY R. MAIER           Executive Vice President,           March 29, 1999 
-----------------------------------     Chief Financial Officer and
               Timothy R. Maier         Treasurer
                                                                 
                                                                                             
PRINCIPAL ACCOUNTING OFFICER:                                                                
                                                                                             
                                                                                             
        /s/  DEREK A. BERTOCCI          Vice President, Controller          March 29, 1999 
-----------------------------------                              
               Derek A. Bertocci                                 
                                                                 
                                                                 
                                                                                             
        /s/  ELIZABETH H. Davila        President, Chief  Operating         March 29, 1999 
-----------------------------------     Officer and Director* 
               Elizabeth H. Davila      
                                                                                             
                                                                                             
                                        Director*                           March __, 1999 
-----------------------------------                                                          
               Glendon E. French                                                             
                                                                                             
                                                                                             
       /s/ JOHN W. GALIARDO             Director*                           March 29, 1999 
--------------------------------------                                                       
               John W. Galiardo                                                              
                                                                                             
                                                                                             
        /s/  JAY T. HOLMES              Director*                           March 29, 1999 
--------------------------------------                                                       
               Jay T. Holmes                                                                 
                                                                                             
                                                                                             
        /s/  RICHARD B. SAYFORD         Director*                           March 29, 1999 
--------------------------------------                                      
               Richard B. Sayford
----------
*  The employee benefit plan being registered pursuant to this Registration
   Statement is subject to administration by the Board of Directors of the
   Registrant.

                                       6
7
INDEX TO EXHIBITS

   EXHIBIT      
   NUMBER                        DESCRIPTION
   -------                       -----------
5.1       Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality of
               securities being registered
    10.1       1995 Stock Plan (previously filed as Exhibit 10.1 to Form S-8
               Registration Statement No. 333-23999)
    23.1       Consent of Arthur Andersen LLP, Independent Public Accountants
    23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit
               5.1 hereto)
    24.1       Power of Attorney (see page 6)
7