<PAGE>   1

   As filed with the Securities and Exchange Commission on November 21, 2000
                                             Registration No. 333-______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              NEOMAGIC CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
        DELAWARE                                        77-0344424
(State or incorporation)                    (I.R.S. Employer Identification No.)
</TABLE>


                                 3250 Jay Street
                          Santa Clara, California 95054
          (Address, including zip code, of principal executive offices)

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

                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

                                 Prakash Agarwal
                      President and Chief Executive Officer
                              NEOMAGIC CORPORATION
                                 3250 Jay Street
                          Santa Clara, California 95054
                     (Name and address of agent for service)
                                 (408) 988-7020
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            MICHAEL J. DANAHER, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
<S>              <C>               <C>          <C>                     <C>
                                   Proposed     Proposed Maximum
Title of         Amount to be      Maximum      Aggregate               Amount of
Securities to    Registered (1)    Offering     Offering Price (3)      Registration Fee
</TABLE>



<PAGE>   2

<TABLE>
<CAPTION>
                                   Price per
be Registered                      Share (2)                               (4)
--------------------------------------------------------------------------------
<S>              <C>               <C>          <C>                     <C>
Additional
Common Stock       300,000          $  3.63     $1,089,000               $287.50
par value,
$0.001 per
share
</TABLE>
--------------------------------------------------------------------------------

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

(2) The estimated Proposed Maximum Offering Price was estimated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, whereby the per share price
was determined by reference to the average of the high and low prices of the
Registrant's Common Stock on the Nasdaq National Market on November 16, 2000
which average was $3.63.

(3) The proposed Maximum Offering Price was estimated pursuant to Rule 457(h)
under the Securities Act of 1933, as amended, based on the proposed maximum
offering price per share as described in note (2).

(4) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. Amount of the Registration Fee was calculated pursuant to
Section 6(b) of the Securities Act of 1933, as amended, and was determined by
multiplying the aggregate offering amount by 0.000264.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information which have been filed with the
Securities and Exchange Commission:

        (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 30, 2000;

        (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2000;

        (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 30, 2000;

        (d) The Registrant's definitive Proxy Statement dated August 2, 2000
filed in connection with the Company's 2000 Annual Meeting of Stockholders;



<PAGE>   3

        (e) The description of the Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on January 17, 1997 pursuant to
Section 12(b) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing 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's Restated Certificate of Incorporation limits, to the
maximum extent permitted by Delaware law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware law. The Registrant has entered into indemnification
agreements with its officers and directors containing provisions which are in
some respects broader than the specific indemnification provisions contained in
the Delaware General Corporation Law. The indemnification agreements require the
Registrant, 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), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance, if available on reasonable terms. The
Registrant believes that these agreements are necessary to attract and retain
qualified persons as directors and officers, and the Registrant has obtained
directors' and officers' insurance.

        Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation, against expenses actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the



<PAGE>   4

corporation and with respect to any criminal action, had no reasonable cause
to believe his or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NUMBER
--------------
<S>             <C>
        4.1*    Form of Registrant's Common Stock Certificate

        4.2*    Amended and Restated Certificate of Incorporation

        4.3*    Bylaws

        4.5     1997 Employee Stock Purchase Plan

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

        23.1    Consent of Ernst & Young LLP, Independent Auditors

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

        24.1    Power of Attorney (see Page II-3)
</TABLE>

* Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (Commission File Number 333-20031) in the form declared effective on
March 13, 1997.

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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by



<PAGE>   5

reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the 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 of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on November 15,
2000.

                                    NEOMAGIC CORPORATION

                                    By: /s/ Stephen T. Lanza
                                        ----------------------------------------
                                    Stephen T. Lanza, Chief Financial Officer









                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Prakash Agarwal and Stephen Lanza and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform



<PAGE>   6

any acts necessary in order to file such amendments, and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, or their or
his or her substitutes, shall do or cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>
          SIGNATURE                         TITLE                         DATE
          ---------                         -----                         ----
<S>                              <C>                                <C>
      /s/ Kamran Elahian            Chairman of the Board           November 15, 2000
-------------------------------            Director
        Kamran Elahian


      /s/ Prakash Agarwal         President, Chief Executive        November 15, 2000
-------------------------------      Officer and Director
       Prakash Agarwal           (Principal Executive Officer)


     s/ Stephen T. Lanza           Chief Financial Officer          November 15, 2000
-------------------------------    (Principal Financial and
       Stephen T. Lanza              Accounting Officer)


       /s/ James Lally                     Director                 November 15, 2000
-------------------------------
         James Lally

     /s/ Brian Dougherty                   Director                 November 15, 2000
-------------------------------
       Brian Dougherty

       /s/ Klaus Wiemer                    Director                 November 15, 2000
-------------------------------
         Klaus Wiemer

    /s/ Dr. Anil K. Gupta                  Director                 November 15, 2000
    ----------------------
        Anil K. Gupta
</TABLE>


                              NEOMAGIC CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS



<PAGE>   7

<TABLE>
<CAPTION>

Exhibit
Number          Exhibit Number
-----------     ---------------------------------------------------------------
<S>             <C>
        4.1*    Form of Company's Common Stock Certificate

        4.2*    Amended and Restated Certificate of Incorporation

        4.3*    Bylaws

        4.5     1997 Employee Stock Purchase Plan

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

        23.1    Consent of Ernst & Young LLP, Independent Auditors

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

        24.1    Power of Attorney (included on page II-3)
</TABLE>


* Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (Commission File Number 333-20031) in the form declared effective on
March 13, 1997.
[{"type": "S-8", "sequence": "1", "filename": "f67495ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15674}]
{"company-data": {"conformed-name": "NEOMAGIC CORP", "cik": "0001030485", "assigned-sic": "3674", "irs-number": "770344424", "state-of-incorporation": "DE", "fiscal-year-end": "0126"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50406", "film-number": "774601"}, "business-address": {"street1": "3260 JAY STREET", "street2": "3260 JAY STREET", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "(408) 988-"}, "mail-address": {"street1": "3260 JAY STREET", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
1

   As filed with the Securities and Exchange Commission on November 21, 2000
                                             Registration No. 333-______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              NEOMAGIC CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                        77-0344424
(State or incorporation)                    (I.R.S. Employer Identification No.)
3250 Jay Street
                          Santa Clara, California 95054
          (Address, including zip code, of principal executive offices)

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

                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

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

                                 Prakash Agarwal
                      President and Chief Executive Officer
                              NEOMAGIC CORPORATION
                                 3250 Jay Street
                          Santa Clara, California 95054
                     (Name and address of agent for service)
                                 (408) 988-7020
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            MICHAEL J. DANAHER, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed     Proposed Maximum
Title of         Amount to be      Maximum      Aggregate               Amount of
Securities to    Registered (1)    Offering     Offering Price (3)      Registration Fee
2
Price per
be Registered                      Share (2)                               (4)
--------------------------------------------------------------------------------
Additional
Common Stock       300,000          $  3.63     $1,089,000               $287.50
par value,
$0.001 per
share
--------------------------------------------------------------------------------

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

(2) The estimated Proposed Maximum Offering Price was estimated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, whereby the per share price
was determined by reference to the average of the high and low prices of the
Registrant's Common Stock on the Nasdaq National Market on November 16, 2000
which average was $3.63.

(3) The proposed Maximum Offering Price was estimated pursuant to Rule 457(h)
under the Securities Act of 1933, as amended, based on the proposed maximum
offering price per share as described in note (2).

(4) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. Amount of the Registration Fee was calculated pursuant to
Section 6(b) of the Securities Act of 1933, as amended, and was determined by
multiplying the aggregate offering amount by 0.000264.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information which have been filed with the
Securities and Exchange Commission:

        (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 30, 2000;

        (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2000;

        (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 30, 2000;

        (d) The Registrant's definitive Proxy Statement dated August 2, 2000
filed in connection with the Company's 2000 Annual Meeting of Stockholders;
3

        (e) The description of the Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on January 17, 1997 pursuant to
Section 12(b) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing 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's Restated Certificate of Incorporation limits, to the
maximum extent permitted by Delaware law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware law. The Registrant has entered into indemnification
agreements with its officers and directors containing provisions which are in
some respects broader than the specific indemnification provisions contained in
the Delaware General Corporation Law. The indemnification agreements require the
Registrant, 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), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance, if available on reasonable terms. The
Registrant believes that these agreements are necessary to attract and retain
qualified persons as directors and officers, and the Registrant has obtained
directors' and officers' insurance.

        Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation, against expenses actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the
4

corporation and with respect to any criminal action, had no reasonable cause
to believe his or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT NUMBER
--------------
4.1*    Form of Registrant's Common Stock Certificate

        4.2*    Amended and Restated Certificate of Incorporation

        4.3*    Bylaws

        4.5     1997 Employee Stock Purchase Plan

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

        23.1    Consent of Ernst & Young LLP, Independent Auditors

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

        24.1    Power of Attorney (see Page II-3)
* Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (Commission File Number 333-20031) in the form declared effective on
March 13, 1997.

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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by
5

reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the 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 of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on November 15,
2000.

                                    NEOMAGIC CORPORATION

                                    By: /s/ Stephen T. Lanza
                                        ----------------------------------------
                                    Stephen T. Lanza, Chief Financial Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Prakash Agarwal and Stephen Lanza and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform
6

any acts necessary in order to file such amendments, and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, or their or
his or her substitutes, shall 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/ Kamran Elahian            Chairman of the Board           November 15, 2000
-------------------------------            Director
        Kamran Elahian

      /s/ Prakash Agarwal         President, Chief Executive        November 15, 2000
-------------------------------      Officer and Director
       Prakash Agarwal           (Principal Executive Officer)

     s/ Stephen T. Lanza           Chief Financial Officer          November 15, 2000
-------------------------------    (Principal Financial and
       Stephen T. Lanza              Accounting Officer)

       /s/ James Lally                     Director                 November 15, 2000
-------------------------------
         James Lally

     /s/ Brian Dougherty                   Director                 November 15, 2000
-------------------------------
       Brian Dougherty

       /s/ Klaus Wiemer                    Director                 November 15, 2000
-------------------------------
         Klaus Wiemer

    /s/ Dr. Anil K. Gupta                  Director                 November 15, 2000
    ----------------------
        Anil K. Gupta
NEOMAGIC CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
7
Exhibit
Number          Exhibit Number
-----------     ---------------------------------------------------------------
4.1*    Form of Company's Common Stock Certificate

        4.2*    Amended and Restated Certificate of Incorporation

        4.3*    Bylaws

        4.5     1997 Employee Stock Purchase Plan

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

        23.1    Consent of Ernst & Young LLP, Independent Auditors

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

        24.1    Power of Attorney (included on page II-3)
* Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 (Commission File Number 333-20031) in the form declared effective on
March 13, 1997.