<PAGE>   1
     Filed with the Securities and Exchange Commission on November 20, 1998
                                                       Registration No._________


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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


              Delaware                                94-2760916
-------------------------------------   ----------------------------------------
    (State or other jurisdiction          (I.R.S. employer identification no.)
  of incorporation or organization)


                              1810 Embarcadero Road
                               Palo Alto, CA 94303
              -----------------------------------------------------
               (Address of principal executive offices) (Zip code)


                             Teknowledge Corporation
                           1998 Stock Option Plan and
                  Stock Option Plan for Non-Employee Directors
                 ----------------------------------------------
                            (Full title of the plan)


                                Dennis A. Bugbee
                  Director of Finance, Treasurer and Secretary
                             Teknowledge Corporation
                              1810 Embarcadero Road
                               Palo Alto, CA 94303
                 ----------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (650) 424-0500.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.



                                       1
<PAGE>   2

<TABLE>
<CAPTION>
================================================================================================
                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
     Title of                           Proposed maximum   Proposed maximum
 Securities to be      Amount to be      offering price        aggregate           Amount of
   registered(1)       registered(2)      per share(3)     offering price(3)   registration fee
------------------------------------------------------------------------------------------------
<S>                        <C>               <C>            <C>                    <C>
1998 Stock Option Plan
Common Stock               7,698,178          $0.625        $4,811,361.25          $1,337.56
Par Value $0.01               35,000         $1.6343           $57,200.50             $15.90

Stock Option Plan for
Non-Employee Directors
Common Stock                 250,000          $0.625               $69.50              $0.02
Par Value $0.01

TOTALS                     7,983,178                        $4,868,631.25          $1,353.48
================================================================================================
</TABLE>


(1)  The securities to be registered include options to acquire Common Stock.

(2)  Pursuant to Rule 416(a), this registration statement also covers any
     additional securities that may be offered or issued in connection with any
     stock split, stock dividend or similar transaction.

(3)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee. As to shares subject to outstanding but unexercised
     options under the 1998 Stock Option Plan, the price is computed on the
     basis of the weighted average exercise price. As to the remaining shares
     under the 1998 Stock Option Plan and the Stock Option Plan for Non-Employee
     Directors, the price is based upon the average of the bid and asked prices
     of the Common Stock on November 17, 1998, as reported on the Nasdaq
     Bulletin Board.

























                                       2

<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference

               Teknowledge Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:

               (a) The Company's latest annual report on Form 10-KSB40 filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 1997 as filed with the
Securities and Exchange Commission on May 6, 1998.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.

               (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

               All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
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

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

               Inapplicable.

Item 6.        Indemnification of Directors and Officers

               Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from





                                       3
<PAGE>   4

which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation
which eliminate to the fullest extent permissible under Delaware law the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care.

               Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification the indemnification of officers,
directors, employees and agents of a corporation. The Bylaws of the Company
provide for indemnification of its directors, officers, employees and agents to
the full extent permitted by under Delaware law, including those circumstances
in which indemnification would otherwise be discretionary under Delaware law.
The Company's Bylaws also empower it to enter into indemnification agreements
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. The Company has entered
into agreements with its directors and certain of its executive officers that
require the Company to indemnify such persons to the fullest extent permitted
under Delaware law against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person
is or was a director or an executive officer of the Company or any of its
affiliated enterprises. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.

               Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7.        Exemption From Registration Claimed

               Inapplicable.

Item 8.        Exhibits

               See Exhibit Index.

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:

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

                   (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)





                                       4
<PAGE>   5

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 paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

               The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 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.

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











                                       5

<PAGE>   6


                                    SIGNATURE


           Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on November 11,
1998.




                                Teknowledge Corporation




                                By: /s/ Dennis A. Bugbee
                                   ---------------------------------------------
                                    Dennis A. Bugbee
                                    Director of Finance, Treasurer and Secretary























                                       6


<PAGE>   7

                        SIGNATURES AND POWER OF ATTORNEY


           The officers and directors of Teknowledge Corporation whose
signatures appear below, hereby constitute and appoint Dennis A. Bugbee and
Frederick Hayes-Roth, 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 each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act, as amended, 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>
                                     Chairman of the Board and Chief
  /s/ Frederick Hayes-Roth           Executive Officer                   November 12, 1998
---------------------------------    (Principal Executive Officer)
Dr. Frederick Hayes-Roth


  /s/ Neil A. Jacobstein             President, Chief Operating
---------------------------------    Officer and Director                November 12, 1998
Neil A. Jacobstein


                                     Director of Finance, Treasurer
  /s/ Dennis A. Bugbee               and Secretary                       November 11, 1998
---------------------------------    (Principal Financial and
Dennis A. Bugbee                     Accounting Officer)


  /s/ James C. Workman
---------------------------------    Director                            November 12, 1998
James C. Workman


  /s/ Larry E. Druffel
---------------------------------    Director                            November 16, 1998
Dr. Larry E. Druffel


---------------------------------    Director                            November __, 1998
William G. Roth


  /s/ Robert T. Marsh
---------------------------------    Director                            November 13, 1998
Gen. Robert T. Marsh
</TABLE>





                                       7

<PAGE>   8

                                  EXHIBIT INDEX


4.1     Restated Certificate of Incorporation, as amended, of the Company is
        incorporated by reference to Exhibit 3.1 to the Company's Annual Report
        on Form 10-QSB for the quarter ended June 30, 1994 filed with the
        Securities and Exchange Commission

4.2     Amended and Restated Bylaws of the Company are incorporated by reference
        to Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for the
        quarter ended March 31, 1996 filed with the Securities and Exchange
        Commission

5       Opinion re legality

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of Arthur Andersen LLP

24      Power of Attorney (included in signature pages to this registration
        statement)
































                                      8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17150}]
{"company-data": {"conformed-name": "TEKNOWLEDGE CORP", "cik": "0000716214", "assigned-sic": "7371", "irs-number": "942760916", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67623", "film-number": "98756045"}, "business-address": {"street1": "1810 EMBARCADERO RD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4154240500"}, "mail-address": {"street1": "1810 EMBARCADERO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "former-company": [{"former-conformed-name": "CIMFLEX TEKNOWLEDGE CORP", "date-changed": "19920703"}, {"former-conformed-name": "TEKNOWLEDGE INC", "date-changed": "19890306"}]}
1
     Filed with the Securities and Exchange Commission on November 20, 1998
                                                       Registration No._________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

              Delaware                                94-2760916
-------------------------------------   ----------------------------------------
    (State or other jurisdiction          (I.R.S. employer identification no.)
  of incorporation or organization)

                              1810 Embarcadero Road
                               Palo Alto, CA 94303
              -----------------------------------------------------
               (Address of principal executive offices) (Zip code)

                             Teknowledge Corporation
                           1998 Stock Option Plan and
                  Stock Option Plan for Non-Employee Directors
                 ----------------------------------------------
                            (Full title of the plan)

                                Dennis A. Bugbee
                  Director of Finance, Treasurer and Secretary
                             Teknowledge Corporation
                              1810 Embarcadero Road
                               Palo Alto, CA 94303
                 ----------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (650) 424-0500.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                       1
2
================================================================================================
                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
     Title of                           Proposed maximum   Proposed maximum
 Securities to be      Amount to be      offering price        aggregate           Amount of
   registered(1)       registered(2)      per share(3)     offering price(3)   registration fee
------------------------------------------------------------------------------------------------
1998 Stock Option Plan
Common Stock               7,698,178          $0.625        $4,811,361.25          $1,337.56
Par Value $0.01               35,000         $1.6343           $57,200.50             $15.90

Stock Option Plan for
Non-Employee Directors
Common Stock                 250,000          $0.625               $69.50              $0.02
Par Value $0.01

TOTALS                     7,983,178                        $4,868,631.25          $1,353.48
================================================================================================
(1)  The securities to be registered include options to acquire Common Stock.

(2)  Pursuant to Rule 416(a), this registration statement also covers any
     additional securities that may be offered or issued in connection with any
     stock split, stock dividend or similar transaction.

(3)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee. As to shares subject to outstanding but unexercised
     options under the 1998 Stock Option Plan, the price is computed on the
     basis of the weighted average exercise price. As to the remaining shares
     under the 1998 Stock Option Plan and the Stock Option Plan for Non-Employee
     Directors, the price is based upon the average of the bid and asked prices
     of the Common Stock on November 17, 1998, as reported on the Nasdaq
     Bulletin Board.

                                       2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               Teknowledge Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:

               (a) The Company's latest annual report on Form 10-KSB40 filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 1997 as filed with the
Securities and Exchange Commission on May 6, 1998.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.

               (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

               All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
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

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

               Inapplicable.

Item 6.        Indemnification of Directors and Officers

               Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from

                                       3
4

which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation
which eliminate to the fullest extent permissible under Delaware law the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care.

               Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification the indemnification of officers,
directors, employees and agents of a corporation. The Bylaws of the Company
provide for indemnification of its directors, officers, employees and agents to
the full extent permitted by under Delaware law, including those circumstances
in which indemnification would otherwise be discretionary under Delaware law.
The Company's Bylaws also empower it to enter into indemnification agreements
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. The Company has entered
into agreements with its directors and certain of its executive officers that
require the Company to indemnify such persons to the fullest extent permitted
under Delaware law against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person
is or was a director or an executive officer of the Company or any of its
affiliated enterprises. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.

               Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7.        Exemption From Registration Claimed

               Inapplicable.

Item 8.        Exhibits

               See Exhibit Index.

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:

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

                   (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)

                                       4
5

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 paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

               The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 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.

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

                                       5
6

                                    SIGNATURE

           Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on November 11,
1998.

                                Teknowledge Corporation

                                By: /s/ Dennis A. Bugbee
                                   ---------------------------------------------
                                    Dennis A. Bugbee
                                    Director of Finance, Treasurer and Secretary

                                       6
7

                        SIGNATURES AND POWER OF ATTORNEY

           The officers and directors of Teknowledge Corporation whose
signatures appear below, hereby constitute and appoint Dennis A. Bugbee and
Frederick Hayes-Roth, 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 each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                             Title                        Date
---------------------------------    -------------------------------     -----------------
Chairman of the Board and Chief
  /s/ Frederick Hayes-Roth           Executive Officer                   November 12, 1998
---------------------------------    (Principal Executive Officer)
Dr. Frederick Hayes-Roth

  /s/ Neil A. Jacobstein             President, Chief Operating
---------------------------------    Officer and Director                November 12, 1998
Neil A. Jacobstein

                                     Director of Finance, Treasurer
  /s/ Dennis A. Bugbee               and Secretary                       November 11, 1998
---------------------------------    (Principal Financial and
Dennis A. Bugbee                     Accounting Officer)

  /s/ James C. Workman
---------------------------------    Director                            November 12, 1998
James C. Workman

  /s/ Larry E. Druffel
---------------------------------    Director                            November 16, 1998
Dr. Larry E. Druffel

---------------------------------    Director                            November __, 1998
William G. Roth

  /s/ Robert T. Marsh
---------------------------------    Director                            November 13, 1998
Gen. Robert T. Marsh
7
8

                                  EXHIBIT INDEX

4.1     Restated Certificate of Incorporation, as amended, of the Company is
        incorporated by reference to Exhibit 3.1 to the Company's Annual Report
        on Form 10-QSB for the quarter ended June 30, 1994 filed with the
        Securities and Exchange Commission

4.2     Amended and Restated Bylaws of the Company are incorporated by reference
        to Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for the
        quarter ended March 31, 1996 filed with the Securities and Exchange
        Commission

5       Opinion re legality

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of Arthur Andersen LLP

24      Power of Attorney (included in signature pages to this registration
        statement)

                                      8