<PAGE>   1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 2000

                                                  REGISTRATION NO. 333-_________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                                   ----------

                               ALTERA CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


       DELAWARE                                                 77-0016691

     (State or other                                          (IRS Employer
     jurisdiction of                                      Identification Number)
     incorporation or
      organization)



                             101 INNOVATION DRIVE
                          SAN JOSE, CALIFORNIA 95134
                                (408) 544-7000

               (Address, including zip code, and telephone number, including
        area code, of Registrant's principal executive offices)


                         RESTRICTED STOCK PURCHASE RIGHT

                           (Full title of the plan(s))

                                   ----------

                                  RODNEY SMITH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               ALTERA CORPORATION
                              101 INNOVATION DRIVE
                               SAN JOSE, CA 95134
                                 (408) 544-7000

(Name, address, and telephone number, including area code, of agent for service)


                                   ----------

                                   Copies to:



 C. WENDELL BERGERE, ESQ.                            THOMAS C. DeFILIPPS, ESQ.
   ALTERA CORPORATION                           WILSON SONSINI GOODRICH & ROSATI
   101 INNOVATION DRIVE                              PROFESSIONAL CORPORATION
   SAN JOSE, CA 95134                                  650 PAGE MILL ROAD
                                                    PALO ALTO, CA 94304-1050


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                             PROPOSED    PROPOSED
                  TITLE OF                     MAXIMUM       MAXIMUM      MAXIMUM
                 SECURITIES                    AMOUNT        OFFERING    AGGREGATE    AMOUNT OF
                    TO BE                       TO BE       PRICE PER    OFFERING    REGISTRATION
                 REGISTERED                   REGISTERED     SHARE (1)    PRICE         FEE
------------------------------------------ ---------------- ----------- ------------ ------------
<S>                                        <C>              <C>          <C>         <C>
Common Stock, $0.001 par value issuable under:
      Restricted Stock Purchase Right      25,000 shares     $ 0.001      $ 25.00       $ 1.00
------------------------------------------ ---------------- ----------- ------------ ------------
         TOTAL                             25,000 SHARES     $ 0.001      $ 25.00       $ 1.00
=================================================================================================
</TABLE>

(1) Computed in accordance with Rule 457(h) promulgated under the Securities Act
of 1933, as amended. Such computation is based on the exercise price of $0.001
per share covering shares to be sold pursuant to the Restricted Stock Purchase
Right.



<PAGE>   2
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

1. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999, and September 30, 1999, filed pursuant to Section 13(a) of
the Exchange Act.

3. The description of the Company's Common Stock as set forth in the
Registration Statement filed by the Company on Form 8-A on March 18, 1988
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed with the Securities and Exchange Commission for the purpose of updating
such description.

4. All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities 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 Board of Directors of the Company has authorized the grant of a
restricted stock purchase right to a new Company employee. The shares subject to
such purchase right will be purchased on the terms set forth in the Restricted
Stock Purchase Agreement attached hereto as Exhibit 10.55.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation and By-laws require the
Registrant to indemnify officers and directors of the Registrant to the fullest
extent permitted by the Delaware General Corporation Law. Article EIGHTH of the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damage for breach of their
fiduciary duty as a director, to the extent allowed under Delaware law. Article
VII of the Registrant's By-Laws provide, among other things, that (i) the
Registrant is required to



                                       2
<PAGE>   3
indemnify its directors and officers and persons serving in such capacities in
other business enterprises at the Registrant's request, (ii) the Registrant is
required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding, provided that such individual delivers
an undertaking to the Registrant that he or she will repay all amounts advanced
in the event it is ultimately determined that such individual is not entitled to
be indemnified, (iii) the rights conferred in the By-Laws are not exclusive and
(iv) the Registrant may not retroactively amend the By-Law provisions in a way
that is adverse to such directors and officers.

        The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the By-Laws, as well as certain additional procedural protections.

        Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents 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"). The Registrant
intends to enter into indemnification agreements to such effect with its
officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
         Exhibit No.       Description
         -----------       -----------
<S>                        <C>
           5.1             Opinion of Wilson Sonsini Goodrich & Rosati,
                           Professional Corporation

          10.55            Form of Restricted Stock Purchase Agreement

          23.1             Consent of PricewaterhouseCoopers LLP

          23.2             Consent of Counsel (included in Exhibit 5.1)

          24.1             Power of Attorney (See page 7)
</TABLE>

ITEM 9. UNDERTAKINGS

        (a)    Rule 415 offering.  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 of 1933;


                                       3
<PAGE>   4
                      (ii)   To reflect in the prospectus any facts or events
                             arising after the effective date of the
                             registration statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth in
                             the registration statement. Notwithstanding the
                             foregoing, any increase or decrease in volume of
                             securities offered (if the total dollar value of
                             securities offered would not exceed that which was
                             registered) and any deviation from the low or high
                             end of the estimated maximum offering range may be
                             reflected in the form of prospectus filed with the
                             Commission pursuant to Rule 424(b) if, in the
                             aggregate, the changes in volume and price
                             represent no more than a 20 percent change in the
                             maximum aggregate offering price set forth in the
                             "Calculation of Registration Fee" table in the
                             effective registration statement;

                      (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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

               (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filing incorporating subsequent Exchange Act documents by reference

               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 of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.



                                       4
<PAGE>   5
        (c) Request for acceleration of effective date or filing of registration
statement on Form S-8

               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 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 Act and will
be governed by the final adjudication of such issue.



                                       5
<PAGE>   6
                                   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 San Jose, State of California, on February 29,
2000.

                               ALTERA CORPORATION



                                  By: /s/ Nathan M. Sarkisian
                                     -------------------------------------------
                                     Nathan M. Sarkisian,  Senior Vice President
                                     and Chief Financial Officer



                                       6
<PAGE>   7
                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rodney Smith and Nathan M. Sarkisian, and
each of them, as his attorney-in-fact, each with the power of substitution, for
him in any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, 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>
/s/ Rodney Smith                   President and Chief Executive Officer      February 29, 2000
-----------------------------      (Principal Executive Officer) and
   Rodney Smith                    Chairman of the Board of Directors


/s/ Nathan M. Sarkisian            Senior Vice President and Chief            February 29, 2000
-----------------------------      Financial Officer (Principal Financial
   Nathan M. Sarkisian             and Accounting Officer)



/s/ Charles M. Clough              Director                                   February 29, 2000
-----------------------------
   Charles M. Clough


/s/ Michael A. Ellison             Director                                   February 29, 2000
-----------------------------
   Michael A. Ellison

/s/ Paul Newhagen                  Director                                   February 29, 2000
-----------------------------
   Paul Newhagen


/s/ Robert W. Reed                 Director                                   February 29, 2000
-----------------------------
   Robert W. Reed


/s/ Deborah D. Rieman              Director                                   February 29, 2000
-----------------------------
   Deborah D. Rieman


/s/ William E. Terry               Director                                   February 29, 2000
-----------------------------
   William E. Terry
</TABLE>



                                       7
<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit No.       Description
         -----------       -----------
<S>                        <C>
           5.1             Opinion of Wilson Sonsini Goodrich & Rosati,
                           Professional Corporation

          10.55            Form of Restricted Stock Purchase Agreement

          23.1             Consent of PricewaterhouseCoopers LLP

          23.2             Consent of Counsel (included in Exhibit 5.1)

          24.1             Power of Attorney (See page 7)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17841}]
{"company-data": {"conformed-name": "ALTERA CORP", "cik": "0000768251", "assigned-sic": "3674", "irs-number": "770016691", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31304", "film-number": "557008"}, "business-address": {"street1": "101 INNOVATION DR", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085448000"}, "mail-address": {"street1": "101 INNOVATION DR", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 2000

                                                  REGISTRATION NO. 333-_________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                                   ----------

                               ALTERA CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       DELAWARE                                                 77-0016691

     (State or other                                          (IRS Employer
     jurisdiction of                                      Identification Number)
     incorporation or
      organization)

                             101 INNOVATION DRIVE
                          SAN JOSE, CALIFORNIA 95134
                                (408) 544-7000

               (Address, including zip code, and telephone number, including
        area code, of Registrant's principal executive offices)

                         RESTRICTED STOCK PURCHASE RIGHT

                           (Full title of the plan(s))

                                   ----------

                                  RODNEY SMITH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               ALTERA CORPORATION
                              101 INNOVATION DRIVE
                               SAN JOSE, CA 95134
                                 (408) 544-7000

(Name, address, and telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:

 C. WENDELL BERGERE, ESQ.                            THOMAS C. DeFILIPPS, ESQ.
   ALTERA CORPORATION                           WILSON SONSINI GOODRICH & ROSATI
   101 INNOVATION DRIVE                              PROFESSIONAL CORPORATION
   SAN JOSE, CA 95134                                  650 PAGE MILL ROAD
                                                    PALO ALTO, CA 94304-1050
CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                             PROPOSED    PROPOSED
                  TITLE OF                     MAXIMUM       MAXIMUM      MAXIMUM
                 SECURITIES                    AMOUNT        OFFERING    AGGREGATE    AMOUNT OF
                    TO BE                       TO BE       PRICE PER    OFFERING    REGISTRATION
                 REGISTERED                   REGISTERED     SHARE (1)    PRICE         FEE
------------------------------------------ ---------------- ----------- ------------ ------------
Common Stock, $0.001 par value issuable under:
      Restricted Stock Purchase Right      25,000 shares     $ 0.001      $ 25.00       $ 1.00
------------------------------------------ ---------------- ----------- ------------ ------------
         TOTAL                             25,000 SHARES     $ 0.001      $ 25.00       $ 1.00
=================================================================================================
(1) Computed in accordance with Rule 457(h) promulgated under the Securities Act
of 1933, as amended. Such computation is based on the exercise price of $0.001
per share covering shares to be sold pursuant to the Restricted Stock Purchase
Right.
2
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

1. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999, and September 30, 1999, filed pursuant to Section 13(a) of
the Exchange Act.

3. The description of the Company's Common Stock as set forth in the
Registration Statement filed by the Company on Form 8-A on March 18, 1988
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed with the Securities and Exchange Commission for the purpose of updating
such description.

4. All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities 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 Board of Directors of the Company has authorized the grant of a
restricted stock purchase right to a new Company employee. The shares subject to
such purchase right will be purchased on the terms set forth in the Restricted
Stock Purchase Agreement attached hereto as Exhibit 10.55.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation and By-laws require the
Registrant to indemnify officers and directors of the Registrant to the fullest
extent permitted by the Delaware General Corporation Law. Article EIGHTH of the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damage for breach of their
fiduciary duty as a director, to the extent allowed under Delaware law. Article
VII of the Registrant's By-Laws provide, among other things, that (i) the
Registrant is required to

                                       2
3
indemnify its directors and officers and persons serving in such capacities in
other business enterprises at the Registrant's request, (ii) the Registrant is
required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding, provided that such individual delivers
an undertaking to the Registrant that he or she will repay all amounts advanced
in the event it is ultimately determined that such individual is not entitled to
be indemnified, (iii) the rights conferred in the By-Laws are not exclusive and
(iv) the Registrant may not retroactively amend the By-Law provisions in a way
that is adverse to such directors and officers.

        The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the By-Laws, as well as certain additional procedural protections.

        Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors and other corporate agents 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"). The Registrant
intends to enter into indemnification agreements to such effect with its
officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS
Exhibit No.       Description
         -----------       -----------
5.1             Opinion of Wilson Sonsini Goodrich & Rosati,
                           Professional Corporation

          10.55            Form of Restricted Stock Purchase Agreement

          23.1             Consent of PricewaterhouseCoopers LLP

          23.2             Consent of Counsel (included in Exhibit 5.1)

          24.1             Power of Attorney (See page 7)
ITEM 9. UNDERTAKINGS

        (a)    Rule 415 offering.  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 of 1933;

                                       3
4
                      (ii)   To reflect in the prospectus any facts or events
                             arising after the effective date of the
                             registration statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth in
                             the registration statement. Notwithstanding the
                             foregoing, any increase or decrease in volume of
                             securities offered (if the total dollar value of
                             securities offered would not exceed that which was
                             registered) and any deviation from the low or high
                             end of the estimated maximum offering range may be
                             reflected in the form of prospectus filed with the
                             Commission pursuant to Rule 424(b) if, in the
                             aggregate, the changes in volume and price
                             represent no more than a 20 percent change in the
                             maximum aggregate offering price set forth in the
                             "Calculation of Registration Fee" table in the
                             effective registration statement;

                      (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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

               (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filing incorporating subsequent Exchange Act documents by reference

               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 of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

                                       4
5
        (c) Request for acceleration of effective date or filing of registration
statement on Form S-8

               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 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 Act and will
be governed by the final adjudication of such issue.

                                       5
6
                                   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 San Jose, State of California, on February 29,
2000.

                               ALTERA CORPORATION

                                  By: /s/ Nathan M. Sarkisian
                                     -------------------------------------------
                                     Nathan M. Sarkisian,  Senior Vice President
                                     and Chief Financial Officer

                                       6
7
                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rodney Smith and Nathan M. Sarkisian, and
each of them, as his attorney-in-fact, each with the power of substitution, for
him in any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                TITLE                             DATE
        ---------                                -----                             ----
/s/ Rodney Smith                   President and Chief Executive Officer      February 29, 2000
-----------------------------      (Principal Executive Officer) and
   Rodney Smith                    Chairman of the Board of Directors

/s/ Nathan M. Sarkisian            Senior Vice President and Chief            February 29, 2000
-----------------------------      Financial Officer (Principal Financial
   Nathan M. Sarkisian             and Accounting Officer)

/s/ Charles M. Clough              Director                                   February 29, 2000
-----------------------------
   Charles M. Clough

/s/ Michael A. Ellison             Director                                   February 29, 2000
-----------------------------
   Michael A. Ellison

/s/ Paul Newhagen                  Director                                   February 29, 2000
-----------------------------
   Paul Newhagen

/s/ Robert W. Reed                 Director                                   February 29, 2000
-----------------------------
   Robert W. Reed

/s/ Deborah D. Rieman              Director                                   February 29, 2000
-----------------------------
   Deborah D. Rieman

/s/ William E. Terry               Director                                   February 29, 2000
-----------------------------
   William E. Terry
7
8
                                 EXHIBIT INDEX
Exhibit No.       Description
         -----------       -----------
5.1             Opinion of Wilson Sonsini Goodrich & Rosati,
                           Professional Corporation

          10.55            Form of Restricted Stock Purchase Agreement

          23.1             Consent of PricewaterhouseCoopers LLP

          23.2             Consent of Counsel (included in Exhibit 5.1)

          24.1             Power of Attorney (See page 7)