AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------
                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933
                            -------------------------

                            SPIEKER PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

            Maryland                                        94-3185802
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                               2180 Sand Hill Road
                          Menlo Park, California 94025
                    (Address of Principal Executive Offices)
                            -------------------------

               SPIEKER PROPERTIES, INC. RESTRICTED STOCK AGREEMENT
                            (Full title of the plan)
                            -------------------------

                                    Copy to:
                                 Craig G. Vought
                           Co-Chief Executive Officer
                               2180 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-5600
                      (Name, address and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                               Proposed Maximum    Proposed Maximum
                                                               Offering Price      Aggregate Offering   Amount of
                                              Amount to be     Per Share*          Price*               Registration Fee
Title of Securities to be Registered          Registered
====================================================================================================================================
<S>                                           <C>              <C>                 <C>                  <C>

Common Stock, par value $0.0001 per share     2,963,325        $34.875             $103,345,960         $28,731
------------------------------------------------------------------------------------------------------------------------------------
<FN>
* Estimated solely for the purpose of calculating the registration fee pursuant
  to Rule 457(c) and (h), based on the average of the high and low prices of the
  Common Stock of Spieker Properties Inc. (the "Company") as reported on The New
  York Stock Exchange on October 1, 1999.
</FN>
</TABLE>

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed by Spieker Properties, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference.

(a) The Registrant's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1998 as filed with the Commission on March 31, 1999;

(b) The Registrant's Quarterly Report on Form 10-Q for the Fiscal Quarter ended
March 31, 1999, as filed with the Commission on May 13, 1999;

(c) The Registrant's Quarterly Report on Form 10-Q for the Fiscal Quarter ended
June 30, 1999, as filed with the Commission on August 16, 1999;

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") since the date of the Form 10-Q filed
on August 16, 1999; and

(e) The description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 1-12528), including any amendments
or reports updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 in this 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.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Charter of the Registrant contains a provision which limits the
liability of a director or officer of the Registrant to the Registrant or its
stockholders for money damages to the full extent permitted by Maryland law. No
amendment of the Charter of the Registrant shall limit or eliminate this
provision with respect to acts or omissions occurring prior to such amendment or
repeal. Maryland law permits the Registrant to limit the liability of its
directors or officers of the Registrant to the Registrant or its stockholders
for money damages, except to the extent (i) that it is proved that such person
received an improper benefit or profit in money, property or services (to the
extent such benefit or profit was received) or (ii) that a judgment or other
final adjudication adverse to such person is entered in a proceeding based on a
finding in the proceeding that such person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. The provision has no effect on the
availability of equitable remedies such as an injunction or recission.

                                       2
<PAGE>

         The Charter of the Registrant contains a provision which provides
indemnification for a director or officer of the Registrant to the full extent
permitted by Maryland law. No amendment of the Charter of the Registrant shall
limit or eliminate the right to indemnification provided with respect to acts or
omissions occurring prior to such amendment or repeal. The Bylaws of the
Registrant contain provisions which implement the indemnification provisions of
the Charter. Maryland law permits (and in part requires) the Registrant to
indemnify a director who is, or is threatened to be, made a party to any
threatened pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of service in that capacity
with the Registrant or at the request of the Registrant as an officer, director,
trustee, partner, employee or agent of another corporation, enterprise or
employee benefit plan. The indemnification may be against judgments, penalties,
fines, settlements and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit or proceeding
unless (i) the act or omission of such person was material to the matter giving
rise to the proceeding and (x) was committed in bad faith or (y) was the result
of active and deliberate dishonesty, (ii) such person actually received an
improper personal benefit in money, property or services or (iii) with respect
to any criminal proceeding, such person had reasonable cause to believe that his
conduct was unlawful. Maryland law permits the Registrant to indemnify to an
officer to the same extent as a director.

         In addition, the Registrant has entered into indemnification agreements
with each director and executive officer of the Registrant that require the
Registrant, among other things, to indemnify them against certain liabilities,
including derivative claims, which may be asserted against them by reason of
their status or service as directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits are as set forth in the Exhibit Index on page 7.

ITEM 9.  UNDERTAKINGS.

         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:

              (a)  To include any prospectus required by Section 10(a)(3) of
the Act;

              (b) 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;

               (c) 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 (1)(a) and (1)(b) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                                       3
<PAGE>

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

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

         (4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (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 this 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.

         (5) That, insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4

<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Spieker Properties, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Menlo Park, State of
California, on this 30th day of September, 1999.

                                               SPIEKER PROPERTIES, INC.



                                               By: /s/ Craig G. Vought
                                                  -----------------------------
                                               Craig G. Vought
                                               Co-Chief Executive Officer


         We, the undersigned officers and directors of Spieker Properties, Inc.,
do hereby constitute and appoint Warren E. Spieker, Jr., Dennis E. Singleton,
Craig G. Vought and Sara R. Steppe, and each of them, our true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for each of us and in each of our names, places and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as each of us might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

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

/s/ Warren E. Spieker, Jr.     Chairman of the Board,         September 30, 1999
----------------------------    Director and Co-Chief
Warren E. Spieker, Jr.          Executive Officer

/s/ John A. Foster             Executive Vice President and   September 30, 1999
----------------------------    Chief Investment Officer
John A. Foster

/s/ John K. French             Director, Executive Vice       September 30, 1999
----------------------------    President and
John K. French                  Vice Chairman

                                       5
<PAGE>

/s/ Dennis E. Singleton        Vice Chairman of the Board     September 30, 1999
----------------------------
Dennis E. Singleton

/s/ Elke Strunka               Vice President and Principal   September 30, 1999
----------------------------    Accounting Officer
Elke Strunka                    (Principal Accounting Officer)

/s/ Craig G. Vought            Co-Chief Executive Officer     September 30, 1999
----------------------------
Craig G. Vought

/s/ Richard J. Bertero         Director                       September 30, 1999
----------------------------
Richard J. Bertero

/s/ Harold M. Messmer, Jr.     Director                       September 30, 1999
----------------------------
Harold M. Messmer, Jr.

/s/ David M. Petrone           Director                       September 30, 1999
----------------------------
David M. Petrone

/s/ William S. Thompson, Jr.   Director                       September 30, 1999
----------------------------
William S. Thompson, Jr.


                                       6

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.     Description                                          Sequential
-----------     -----------                                          Page Number
                                                                     -----------

    4           Restricted Stock Agreement.

    5           Opinion of Piper & Marbury L.L.P. as to the
                validity of the Common Stock.

   23.1         Consent of Arthur Andersen LLP.

   23.2         Consent of Counsel (included in Exhibit 5).

    24          Power of Attorney (included on signature page).


                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16497}]
{"company-data": {"conformed-name": "SPIEKER PROPERTIES INC", "cik": "0000911361", "assigned-sic": "6798", "irs-number": "943185802", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88717", "film-number": "99725816"}, "business-address": {"street1": "2180 SAND HILL RD", "street2": "STE 200", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6508545600"}, "mail-address": {"street1": "2180 SAND HILL RD", "street2": "STE 200", "city": "MENLO PARK", "state": "CA", "zip": "94025"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------
                                    FORM S-8
                             Registration Statement
                                      under
                           The Securities Act of 1933
                            -------------------------

                            SPIEKER PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

            Maryland                                        94-3185802
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                               2180 Sand Hill Road
                          Menlo Park, California 94025
                    (Address of Principal Executive Offices)
                            -------------------------

               SPIEKER PROPERTIES, INC. RESTRICTED STOCK AGREEMENT
                            (Full title of the plan)
                            -------------------------

                                    Copy to:
                                 Craig G. Vought
                           Co-Chief Executive Officer
                               2180 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-5600
                      (Name, address and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                               Proposed Maximum    Proposed Maximum
                                                               Offering Price      Aggregate Offering   Amount of
                                              Amount to be     Per Share*          Price*               Registration Fee
Title of Securities to be Registered          Registered
====================================================================================================================================
Common Stock, par value $0.0001 per share     2,963,325        $34.875             $103,345,960         $28,731
------------------------------------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee pursuant
  to Rule 457(c) and (h), based on the average of the high and low prices of the
  Common Stock of Spieker Properties Inc. (the "Company") as reported on The New
  York Stock Exchange on October 1, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed by Spieker Properties, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference.

(a) The Registrant's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1998 as filed with the Commission on March 31, 1999;

(b) The Registrant's Quarterly Report on Form 10-Q for the Fiscal Quarter ended
March 31, 1999, as filed with the Commission on May 13, 1999;

(c) The Registrant's Quarterly Report on Form 10-Q for the Fiscal Quarter ended
June 30, 1999, as filed with the Commission on August 16, 1999;

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") since the date of the Form 10-Q filed
on August 16, 1999; and

(e) The description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 1-12528), including any amendments
or reports updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 in this 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.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Charter of the Registrant contains a provision which limits the
liability of a director or officer of the Registrant to the Registrant or its
stockholders for money damages to the full extent permitted by Maryland law. No
amendment of the Charter of the Registrant shall limit or eliminate this
provision with respect to acts or omissions occurring prior to such amendment or
repeal. Maryland law permits the Registrant to limit the liability of its
directors or officers of the Registrant to the Registrant or its stockholders
for money damages, except to the extent (i) that it is proved that such person
received an improper benefit or profit in money, property or services (to the
extent such benefit or profit was received) or (ii) that a judgment or other
final adjudication adverse to such person is entered in a proceeding based on a
finding in the proceeding that such person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. The provision has no effect on the
availability of equitable remedies such as an injunction or recission.

                                       2
The Charter of the Registrant contains a provision which provides
indemnification for a director or officer of the Registrant to the full extent
permitted by Maryland law. No amendment of the Charter of the Registrant shall
limit or eliminate the right to indemnification provided with respect to acts or
omissions occurring prior to such amendment or repeal. The Bylaws of the
Registrant contain provisions which implement the indemnification provisions of
the Charter. Maryland law permits (and in part requires) the Registrant to
indemnify a director who is, or is threatened to be, made a party to any
threatened pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of service in that capacity
with the Registrant or at the request of the Registrant as an officer, director,
trustee, partner, employee or agent of another corporation, enterprise or
employee benefit plan. The indemnification may be against judgments, penalties,
fines, settlements and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such action, suit or proceeding
unless (i) the act or omission of such person was material to the matter giving
rise to the proceeding and (x) was committed in bad faith or (y) was the result
of active and deliberate dishonesty, (ii) such person actually received an
improper personal benefit in money, property or services or (iii) with respect
to any criminal proceeding, such person had reasonable cause to believe that his
conduct was unlawful. Maryland law permits the Registrant to indemnify to an
officer to the same extent as a director.

         In addition, the Registrant has entered into indemnification agreements
with each director and executive officer of the Registrant that require the
Registrant, among other things, to indemnify them against certain liabilities,
including derivative claims, which may be asserted against them by reason of
their status or service as directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits are as set forth in the Exhibit Index on page 7.

ITEM 9.  UNDERTAKINGS.

         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:

              (a)  To include any prospectus required by Section 10(a)(3) of
the Act;

              (b) 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;

               (c) 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 (1)(a) and (1)(b) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                                       3
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

         (4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (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 this 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.

         (5) That, insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Spieker Properties, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Menlo Park, State of
California, on this 30th day of September, 1999.

                                               SPIEKER PROPERTIES, INC.

                                               By: /s/ Craig G. Vought
                                                  -----------------------------
                                               Craig G. Vought
                                               Co-Chief Executive Officer

         We, the undersigned officers and directors of Spieker Properties, Inc.,
do hereby constitute and appoint Warren E. Spieker, Jr., Dennis E. Singleton,
Craig G. Vought and Sara R. Steppe, and each of them, our true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for each of us and in each of our names, places and stead, in
any and all capacities, to sign any and all amendments to this registration
statement, and to file the same, with 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as each of us might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

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

/s/ Warren E. Spieker, Jr.     Chairman of the Board,         September 30, 1999
----------------------------    Director and Co-Chief
Warren E. Spieker, Jr.          Executive Officer

/s/ John A. Foster             Executive Vice President and   September 30, 1999
----------------------------    Chief Investment Officer
John A. Foster

/s/ John K. French             Director, Executive Vice       September 30, 1999
----------------------------    President and
John K. French                  Vice Chairman

                                       5
/s/ Dennis E. Singleton        Vice Chairman of the Board     September 30, 1999
----------------------------
Dennis E. Singleton

/s/ Elke Strunka               Vice President and Principal   September 30, 1999
----------------------------    Accounting Officer
Elke Strunka                    (Principal Accounting Officer)

/s/ Craig G. Vought            Co-Chief Executive Officer     September 30, 1999
----------------------------
Craig G. Vought

/s/ Richard J. Bertero         Director                       September 30, 1999
----------------------------
Richard J. Bertero

/s/ Harold M. Messmer, Jr.     Director                       September 30, 1999
----------------------------
Harold M. Messmer, Jr.

/s/ David M. Petrone           Director                       September 30, 1999
----------------------------
David M. Petrone

/s/ William S. Thompson, Jr.   Director                       September 30, 1999
----------------------------
William S. Thompson, Jr.

                                       6
EXHIBIT INDEX

Exhibit No.     Description                                          Sequential
-----------     -----------                                          Page Number
                                                                     -----------

    4           Restricted Stock Agreement.

    5           Opinion of Piper & Marbury L.L.P. as to the
                validity of the Common Stock.

   23.1         Consent of Arthur Andersen LLP.

   23.2         Consent of Counsel (included in Exhibit 5).

    24          Power of Attorney (included on signature page).

                                       7