<PAGE>   1
           As filed with the Securities and Exchange Commission on June 19, 2001
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           PROBUSINESS SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

            DELAWARE                                  94-2976066
(STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)

                                4125 HOPYARD ROAD
                              PLEASANTON, CA 94588
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                             1996 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                                THOMAS H. SINTON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                4125 HOPYARD ROAD
                              PLEASANTON, CA 94588
                                 (925) 737-3500
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

                                    COPY TO:
                               ELIZABETH R. FLINT
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                              PROPOSED         PROPOSED MAXIMUM       AMOUNT OF
                                                                               MAXIMUM            AGGREGATE          REGISTRATION
             TITLE OF SECURITIES                     AMOUNT TO BE          OFFERING PRICE       OFFERING PRICE           FEE
              TO BE REGISTERED                      REGISTERED(1)             PER SHARE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>                <C>                   <C>
Common Stock, $0.001 par value to be
issued upon exercise of options available
for grant under the 1996 Stock Option Plan            498,530               $ 25.23 (2)        $ 12,577,911.90       $  3,144.48
====================================================================================================================================
</TABLE>
(1)  This registration statement shall also cover any additional shares of
     common stock which become issuable under the Plans by reason of any stock
     dividend, stock split, recapitalization or any other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of outstanding shares of ProBusiness common stock.

(2)  Computed in accordance with Rule 457(h) under the Securities Act. Such
     computation is based on (i) $25.23 per share (the average of the high and
     low prices for ProBusiness common stock as reported on the Nasdaq National
     Market on June 1, 2001) for 498,530 shares reserved for future issuance.

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



<PAGE>   2

                           PROBUSINESS SERVICES, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

Item 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

              The following documents and information filed by ProBusiness
Services, Inc. ("ProBusiness") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:

              (a) ProBusiness's Annual Report on Form 10-K for the year ending
              June 30, 2000.

              (b) ProBusiness's Quarterly Reports on Form 10-Q for the quarters
              ending September 30, 2000, December 31, 2000 and March 31, 2001.

              (c) The description of ProBusiness's common stock contained in its
              Registration Statement on Form S-1 (File No. 333-60745), which was
              declared effective by the Commission on September 25, 1998,
              including any amendment or report filed for the purpose of
              updating such description.

              All documents subsequently filed by ProBusiness pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference in this registration
statement from the date of filing of such documents.

Item 4.       DESCRIPTION OF SECURITIES

              Not applicable.

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not applicable.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

              ProBusiness's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a company will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for unlawful payments or dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law or (iv) for transactions from which the directors
derived an improper personal benefit.

              ProBusiness's Bylaws provide that it shall indemnify its officers
and directors, subject to certain limits, and may indemnify its employees and
other agents, to the fullest extent provided by Delaware law, including those
circumstances where indemnification would otherwise be discretionary under
Delaware law. The Bylaws authorize the use of indemnification agreements, and
ProBusiness has entered into such agreements with each of its directors and
officers.


<PAGE>   3

              ProBusiness maintains directors and officers insurance providing
indemnification for certain of its directors, officers, affiliates, partners or
employees for certain liabilities.

              Delaware law does not permit a corporation to eliminate a
director's duty of care, and the provisions of ProBusiness's Certificate of
Incorporation have no effect on the availability of equitable remedies such as
injunction or rescission, based upon a director's breach of the duty of care.

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted under the foregoing
provisions and agreements, ProBusiness has been informed that in the opinion of
the staff of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7.       EXEMPTION FROM REGISTRATION

              Not applicable.

Item 8.       EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               DOCUMENT
--------------------------------------------------------------------------------
<S>                <C>
 4.2 *             1996 Stock Option Plan (as amended).
 5.1               Opinion of counsel as to legality of securities being registered.
23.1               Consent of Ernst & Young LLP, independent auditors.
23.2               Consent of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation (contained in Exhibit 5.1).
24.1               Power of Attorney (contained in signature page).
</TABLE>
-----------------------
  *  Incorporated by reference from the Registrant's Registration Statement on
     Form S-8 (File No. 333-52142) filed with the Securities and Exchange
     Commission on December 19, 2000.

Item 9.       UNDERTAKINGS

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



                                      II-2
<PAGE>   4

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.

              (c)       Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of ProBusiness pursuant to law, ProBusiness's Amended and Restated
Certificate of Incorporation, Bylaws, indemnification agreements, or otherwise,
ProBusiness has been advised that in the opinion of the 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 ProBusiness of expenses
incurred or paid by a director, officer or controlling person of ProBusiness in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, ProBusiness 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 Securities Act and will be governed by the
final adjudication of such issue.



                                      II-3
<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, ProBusiness
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 Pleasanton, State of California, on this
nineteenth day of June, 2001.

                                  PROBUSINESS SERVICES, INC.



                                  By: /s/ Thomas H. Sinton
                                      ------------------------------------------
                                      Thomas H. Sinton
                                      Chief Executive Officer and President




                                      II-4
<PAGE>   6


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas H. Sinton and Steven E. Klei, and
each of them, as his attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
           SIGNATURE                                    TITLE                                   DATE
---------------------------------        --------------------------------------              -----------
<S>                                      <C>                                                 <C>
/s/ Thomas H. Sinton                     President, Chief Executive Officer and              June 19, 2001
---------------------------------        Director (Principal Executive Officer)
        Thomas H. Sinton


/s/ Steven E. Klei                       Executive Vice President and Chief                  June  19, 2001
---------------------------------        Financial Officer and Secretary
         Steven E. Klei                  (Principal Financial Officer)


/s/ Glenda M. Citragno                   Vice President and Chief Accounting                 June 19, 2001
---------------------------------        Officer (Chief Accounting Officer)
       Glenda M. Citragno


/s/ William T. Clifford                  Director                                            June 19, 2001
---------------------------------
       William T. Clifford


/s/ David C. Hodgson                     Director                                            June 19, 2001
---------------------------------
        David C. Hodgson


/s/ Ronald W. Readmond                   Director                                            June 19, 2001
---------------------------------
       Ronald W. Readmond


/s/ Thomas P. Roddy                      Director                                            June 19, 2001
---------------------------------
         Thomas P. Roddy
</TABLE>


<PAGE>   7
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               DOCUMENT
--------------------------------------------------------------------------------
<S>                <C>
 4.2 *             1996 Stock Option Plan (as amended).
 5.1               Opinion of counsel as to legality of securities being registered.
23.1               Consent of Ernst & Young LLP, independent auditors.
23.2               Consent of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation (contained in Exhibit 5.1).
24.1               Power of Attorney (contained in signature page).
</TABLE>
-----------------------
  *  Incorporated by reference from the Registrant's Registration Statement on
     Form S-8 (File No. 333-52142) filed with the Securities and Exchange
     Commission on December 19, 2000.
[{"type": "S-8", "sequence": "1", "filename": "f73499s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16667}]
{"company-data": {"conformed-name": "PROBUSINESS SERVICES INC", "cik": "0001028751", "assigned-sic": "7374", "irs-number": "942976066", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63308", "film-number": "1663218"}, "business-address": {"street1": "4125 HOPYARD RD", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "9257373500"}, "mail-address": {"street1": "4125 HOPYARD RD", "city": "PLEASANTON", "state": "CA", "zip": "94588"}}
1
           As filed with the Securities and Exchange Commission on June 19, 2001
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                           PROBUSINESS SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

            DELAWARE                                  94-2976066
(STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)

                                4125 HOPYARD ROAD
                              PLEASANTON, CA 94588
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                             1996 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                                THOMAS H. SINTON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                4125 HOPYARD ROAD
                              PLEASANTON, CA 94588
                                 (925) 737-3500
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

                                    COPY TO:
                               ELIZABETH R. FLINT
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300

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

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                              PROPOSED         PROPOSED MAXIMUM       AMOUNT OF
                                                                               MAXIMUM            AGGREGATE          REGISTRATION
             TITLE OF SECURITIES                     AMOUNT TO BE          OFFERING PRICE       OFFERING PRICE           FEE
              TO BE REGISTERED                      REGISTERED(1)             PER SHARE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value to be
issued upon exercise of options available
for grant under the 1996 Stock Option Plan            498,530               $ 25.23 (2)        $ 12,577,911.90       $  3,144.48
====================================================================================================================================
(1)  This registration statement shall also cover any additional shares of
     common stock which become issuable under the Plans by reason of any stock
     dividend, stock split, recapitalization or any other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of outstanding shares of ProBusiness common stock.

(2)  Computed in accordance with Rule 457(h) under the Securities Act. Such
     computation is based on (i) $25.23 per share (the average of the high and
     low prices for ProBusiness common stock as reported on the Nasdaq National
     Market on June 1, 2001) for 498,530 shares reserved for future issuance.

================================================================================
2

                           PROBUSINESS SERVICES, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

Item 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

              The following documents and information filed by ProBusiness
Services, Inc. ("ProBusiness") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:

              (a) ProBusiness's Annual Report on Form 10-K for the year ending
              June 30, 2000.

              (b) ProBusiness's Quarterly Reports on Form 10-Q for the quarters
              ending September 30, 2000, December 31, 2000 and March 31, 2001.

              (c) The description of ProBusiness's common stock contained in its
              Registration Statement on Form S-1 (File No. 333-60745), which was
              declared effective by the Commission on September 25, 1998,
              including any amendment or report filed for the purpose of
              updating such description.

              All documents subsequently filed by ProBusiness pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference in this registration
statement from the date of filing of such documents.

Item 4.       DESCRIPTION OF SECURITIES

              Not applicable.

Item 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not applicable.

Item 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

              ProBusiness's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a company will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for unlawful payments or dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law or (iv) for transactions from which the directors
derived an improper personal benefit.

              ProBusiness's Bylaws provide that it shall indemnify its officers
and directors, subject to certain limits, and may indemnify its employees and
other agents, to the fullest extent provided by Delaware law, including those
circumstances where indemnification would otherwise be discretionary under
Delaware law. The Bylaws authorize the use of indemnification agreements, and
ProBusiness has entered into such agreements with each of its directors and
officers.
3

              ProBusiness maintains directors and officers insurance providing
indemnification for certain of its directors, officers, affiliates, partners or
employees for certain liabilities.

              Delaware law does not permit a corporation to eliminate a
director's duty of care, and the provisions of ProBusiness's Certificate of
Incorporation have no effect on the availability of equitable remedies such as
injunction or rescission, based upon a director's breach of the duty of care.

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted under the foregoing
provisions and agreements, ProBusiness has been informed that in the opinion of
the staff of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7.       EXEMPTION FROM REGISTRATION

              Not applicable.

Item 8.       EXHIBITS
EXHIBIT
NUMBER                               DOCUMENT
--------------------------------------------------------------------------------
4.2 *             1996 Stock Option Plan (as amended).
 5.1               Opinion of counsel as to legality of securities being registered.
23.1               Consent of Ernst & Young LLP, independent auditors.
23.2               Consent of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation (contained in Exhibit 5.1).
24.1               Power of Attorney (contained in signature page).
-----------------------
  *  Incorporated by reference from the Registrant's Registration Statement on
     Form S-8 (File No. 333-52142) filed with the Securities and Exchange
     Commission on December 19, 2000.

Item 9.       UNDERTAKINGS

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

                                      II-2
4

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.

              (c)       Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of ProBusiness pursuant to law, ProBusiness's Amended and Restated
Certificate of Incorporation, Bylaws, indemnification agreements, or otherwise,
ProBusiness has been advised that in the opinion of the 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 ProBusiness of expenses
incurred or paid by a director, officer or controlling person of ProBusiness in
a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, ProBusiness 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 Securities Act and will be governed by the
final adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, ProBusiness
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 Pleasanton, State of California, on this
nineteenth day of June, 2001.

                                  PROBUSINESS SERVICES, INC.

                                  By: /s/ Thomas H. Sinton
                                      ------------------------------------------
                                      Thomas H. Sinton
                                      Chief Executive Officer and President

                                      II-4
6

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas H. Sinton and Steven E. Klei, and
each of them, as his attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                    TITLE                                   DATE
---------------------------------        --------------------------------------              -----------
/s/ Thomas H. Sinton                     President, Chief Executive Officer and              June 19, 2001
---------------------------------        Director (Principal Executive Officer)
        Thomas H. Sinton

/s/ Steven E. Klei                       Executive Vice President and Chief                  June  19, 2001
---------------------------------        Financial Officer and Secretary
         Steven E. Klei                  (Principal Financial Officer)

/s/ Glenda M. Citragno                   Vice President and Chief Accounting                 June 19, 2001
---------------------------------        Officer (Chief Accounting Officer)
       Glenda M. Citragno

/s/ William T. Clifford                  Director                                            June 19, 2001
---------------------------------
       William T. Clifford

/s/ David C. Hodgson                     Director                                            June 19, 2001
---------------------------------
        David C. Hodgson

/s/ Ronald W. Readmond                   Director                                            June 19, 2001
---------------------------------
       Ronald W. Readmond

/s/ Thomas P. Roddy                      Director                                            June 19, 2001
---------------------------------
         Thomas P. Roddy
7
                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                               DOCUMENT
--------------------------------------------------------------------------------
4.2 *             1996 Stock Option Plan (as amended).
 5.1               Opinion of counsel as to legality of securities being registered.
23.1               Consent of Ernst & Young LLP, independent auditors.
23.2               Consent of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation (contained in Exhibit 5.1).
24.1               Power of Attorney (contained in signature page).
-----------------------
  *  Incorporated by reference from the Registrant's Registration Statement on
     Form S-8 (File No. 333-52142) filed with the Securities and Exchange
     Commission on December 19, 2000.