<PAGE>   1
    As filed with the Securities and Exchange Commission on November 14, 1997
                                           Registration No. 333-________________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------


                             NETWORK APPLIANCE, INC.
               (Exact name of issuer as specified in its charter)
        CALIFORNIA                                        77-0307520
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

            2770 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
               (Address of principal executive offices) (Zip Code)
                                ---------------
                            1995 STOCK INCENTIVE PLAN
                   (AS AMENDED AND RESTATED ON JULY 17, 1997)
                      SPECIAL NON-OFFICER STOCK OPTION PLAN
                            (Full title of the plans)
                                ---------------
                              DANIEL J. WARMENHOVEN
                                    PRESIDENT
                             NETWORK APPLIANCE, INC.
            2770 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
                     (Name and address of agent for service)
                                 (408) 367-3000
          (Telephone number, including area code, of agent for service)
                                ---------------
                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
                                                                              Proposed        Proposed
  Title of                                                                     Maximum         Maximum
 Securities                                      Amount          Offering       Aggregate       Amount of
    to be                                         to be            Price         Offering      Registration
 Registered                                   Registered(1)     per Share(2)     Price(2)          Fee
 ----------                                   -------------     ------------     --------      ------------ 
<S>                                           <C>                <C>           <C>             <C>    
1995 Stock Incentive Plan
(as amended and restated on July 17, 1997)
Common Stock, $0.001 par value                1,600,000 shares     $50.50      $80,800,000      $ 24,485

Special Non-Officer
Stock Option Plan
Common Stock, $0.001 par value                  400,000 shares     $50.50      $20,200,000      $ 6,121

                                                                     Aggregate Filing Fee:      $30,606
</TABLE>

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

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1995 Stock Incentive Plan,
        as amended and restated on July 17, 1997 and the Special Non-Officer
        Stock Option Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        receipt of consideration which results in an increase in the number of
        the Registrant's outstanding shares of Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Common Stock of Network
        Appliance, Inc. on November 13, 1997 as reported by the Nasdaq National
        Market.


                                       2.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

        Network Appliance, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended April 25, 1997, filed with the Commission on July 23, 1997
                pursuant to Section 13 of the Securities Exchange Act of 1934
                (the "1934 Act");

        (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended July 25, 1997, filed with the Commission on September 5,
                1997; and

        (c)     The Registrant's Registration Statement No. 00-27130 on Form 8-A
                filed with the Commission on November 1, 1995 in which there is
                described the terms, rights and provisions applicable to the
                Registrant's outstanding Common Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4. Description of Securities

        Not Applicable.


Item 5. Interests of Named Experts and Counsel

        Not Applicable.


                                      II-1.


<PAGE>   3
Item 6. Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits


<TABLE>
<CAPTION>
 Exhibit Number                 Exhibit
 --------------                 -------
<S>             <C>
        4.0     Instruments Defining Rights of Shareholders. Reference is made
                to Registrant's Registration Statement No. 00-27130 on Form 8-A
                which is incorporated herein by reference pursuant to Item 3(d).

        5.0     Opinion of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of Deloitte & Touche LLP, Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24.0    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    1995 Stock Incentive Plan, as Amended and Restated on July 17,
                1997.

        99.2    Special Non-Officer Stock Option Plan.

        99.3    Form of Notice of Grant.

        99.4    Form of Stock Option Agreement.
</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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 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, and (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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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; and (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 Special Non-Officer Stock Option Plan.


                                      II-2.


<PAGE>   4
        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 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 of 1933, as amended,
the Registrant 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 this 14th day of November, 1997.

                          NETWORK APPLIANCE, INC.

                          By /s/ Daniel J. Warmenhoven
                            -------------------------------
                              Daniel J. Warmenhoven
                              President and Chief Executive Officer



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Daniel J. Warmenhoven and Jeffry R. Allen and each of
them acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may do or cause to be done by virtue
thereof.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:



<TABLE>
<CAPTION>
Signatures                         Title                                       Date
----------                         -----                                       ----
<S>                                <C>                                        <C> 
/s/ Daniel J. Warmenhoven          President and Chief Executive               November 12 , 1997
----------------------------
Daniel J. Warmenhoven              Officer (Principal Executive Director)
</TABLE>


                                      II-4.


<PAGE>   6
<TABLE>
<CAPTION>
Signatures                         Title                                       Date
----------                         -----                                       ----
<S>                                <C>                                        <C> 

/s/ Jeffry R. Allen
-------------------------------
Jeffry R. Allen                   Vice President Finance and Operations       November 12, 1997
                                  and Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)


/s/ Donald T. Valentine
-------------------------------
Donald T. Valentine               Director                                    November 12, 1997



/s/ Carol A. Bartz
-------------------------------
Carol A. Bartz                    Director                                    November 12, 1997



/s/ Michael R. Hallman            
-------------------------------
Michael R. Hallman                Director                                    November 12, 1997



/s/ Larry R. Carter         
----------------------------
Larry R. Carter                   Director                                    November 12, 1997



/s/ Robert T. Wall          
----------------------------
Robert T. Wall                    Director                                    November 12, 1997  
</TABLE>


                                      II-5.


<PAGE>   7
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
 Exhibit Number       Exhibit
 --------------       -------
<S>             <C>
        4.0     Instruments Defining Rights of Shareholders. Reference is made
                to Registrant's Registration Statement No. 00-27130 on Form 8-A
                which is incorporated herein by reference pursuant to Item 3(d).

        5.0     Opinion of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of Deloitte & Touche LLP Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24.0    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    1995 Stock Incentive Plan, as Amended and Restated on July 17,
                1997.

        99.2    Special Non-Officer Stock Option Plan.

        99.3    Form of Notice of Grant.

        99.4    Form of Stock Option Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16677}]
{"company-data": {"conformed-name": "NETWORK APPLIANCE INC", "cik": "0001002047", "assigned-sic": "7373", "irs-number": "770307520", "state-of-incorporation": "CA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40307", "film-number": "97722091"}, "business-address": {"street1": "2770 SA TOMAS EXPRESSWY", "city": "SANTA CLARA", "state": "CA", "zip": "95051", "phone": "4154285100"}, "mail-address": {"street1": "319 NORTH BERNARDO AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1
    As filed with the Securities and Exchange Commission on November 14, 1997
                                           Registration No. 333-________________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ---------------

                             NETWORK APPLIANCE, INC.
               (Exact name of issuer as specified in its charter)
        CALIFORNIA                                        77-0307520
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

            2770 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
               (Address of principal executive offices) (Zip Code)
                                ---------------
                            1995 STOCK INCENTIVE PLAN
                   (AS AMENDED AND RESTATED ON JULY 17, 1997)
                      SPECIAL NON-OFFICER STOCK OPTION PLAN
                            (Full title of the plans)
                                ---------------
                              DANIEL J. WARMENHOVEN
                                    PRESIDENT
                             NETWORK APPLIANCE, INC.
            2770 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA 95051
                     (Name and address of agent for service)
                                 (408) 367-3000
          (Telephone number, including area code, of agent for service)
                                ---------------
                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed        Proposed
  Title of                                                                     Maximum         Maximum
 Securities                                      Amount          Offering       Aggregate       Amount of
    to be                                         to be            Price         Offering      Registration
 Registered                                   Registered(1)     per Share(2)     Price(2)          Fee
 ----------                                   -------------     ------------     --------      ------------
1995 Stock Incentive Plan
(as amended and restated on July 17, 1997)
Common Stock, $0.001 par value                1,600,000 shares     $50.50      $80,800,000      $ 24,485

Special Non-Officer
Stock Option Plan
Common Stock, $0.001 par value                  400,000 shares     $50.50      $20,200,000      $ 6,121

                                                                     Aggregate Filing Fee:      $30,606
================================================================================

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1995 Stock Incentive Plan,
        as amended and restated on July 17, 1997 and the Special Non-Officer
        Stock Option Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        receipt of consideration which results in an increase in the number of
        the Registrant's outstanding shares of Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of Common Stock of Network
        Appliance, Inc. on November 13, 1997 as reported by the Nasdaq National
        Market.

                                       2.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

        Network Appliance, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended April 25, 1997, filed with the Commission on July 23, 1997
                pursuant to Section 13 of the Securities Exchange Act of 1934
                (the "1934 Act");

        (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended July 25, 1997, filed with the Commission on September 5,
                1997; and

        (c)     The Registrant's Registration Statement No. 00-27130 on Form 8-A
                filed with the Commission on November 1, 1995 in which there is
                described the terms, rights and provisions applicable to the
                Registrant's outstanding Common Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

                                      II-1.
3
Item 6. Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits
Exhibit Number                 Exhibit
 --------------                 -------
4.0     Instruments Defining Rights of Shareholders. Reference is made
                to Registrant's Registration Statement No. 00-27130 on Form 8-A
                which is incorporated herein by reference pursuant to Item 3(d).

        5.0     Opinion of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of Deloitte & Touche LLP, Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24.0    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    1995 Stock Incentive Plan, as Amended and Restated on July 17,
                1997.

        99.2    Special Non-Officer Stock Option Plan.

        99.3    Form of Notice of Grant.

        99.4    Form of Stock Option Agreement.
Item 9. Undertakings

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 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, and (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 clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 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; and (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 Special Non-Officer Stock Option Plan.

                                      II-2.
4
        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6 or otherwise, the
Registrant has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3.
5
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 this 14th day of November, 1997.

                          NETWORK APPLIANCE, INC.

                          By /s/ Daniel J. Warmenhoven
                            -------------------------------
                              Daniel J. Warmenhoven
                              President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Daniel J. Warmenhoven and Jeffry R. Allen and each of
them acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitutes, may do or cause to be done by virtue
thereof.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signatures                         Title                                       Date
----------                         -----                                       ----
/s/ Daniel J. Warmenhoven          President and Chief Executive               November 12 , 1997
----------------------------
Daniel J. Warmenhoven              Officer (Principal Executive Director)
II-4.
6
Signatures                         Title                                       Date
----------                         -----                                       ----
/s/ Jeffry R. Allen
-------------------------------
Jeffry R. Allen                   Vice President Finance and Operations       November 12, 1997
                                  and Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)

/s/ Donald T. Valentine
-------------------------------
Donald T. Valentine               Director                                    November 12, 1997

/s/ Carol A. Bartz
-------------------------------
Carol A. Bartz                    Director                                    November 12, 1997

/s/ Michael R. Hallman            
-------------------------------
Michael R. Hallman                Director                                    November 12, 1997

/s/ Larry R. Carter         
----------------------------
Larry R. Carter                   Director                                    November 12, 1997

/s/ Robert T. Wall          
----------------------------
Robert T. Wall                    Director                                    November 12, 1997
II-5.
7
                                  EXHIBIT INDEX
Exhibit Number       Exhibit
 --------------       -------
4.0     Instruments Defining Rights of Shareholders. Reference is made
                to Registrant's Registration Statement No. 00-27130 on Form 8-A
                which is incorporated herein by reference pursuant to Item 3(d).

        5.0     Opinion of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of Deloitte & Touche LLP Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24.0    Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    1995 Stock Incentive Plan, as Amended and Restated on July 17,
                1997.

        99.2    Special Non-Officer Stock Option Plan.

        99.3    Form of Notice of Grant.

        99.4    Form of Stock Option Agreement.