<PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
                                                           REGISTRATION NO. 333-




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                             PETE'S BREWING COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              CALIFORNIA                                     77-0110743
            --------------                                 ---------------
       (STATE OF INCORPORATION)                          (I.R.S. EMPLOYER 
                                                        IDENTIFICATION NO.)

                                 514 HIGH STREET
                           PALO ALTO, CALIFORNIA 94301
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)



                       NONSTATUTORY STOCK OPTION AGREEMENT
                            (FULL TITLE OF THE PLAN)


                                 JEFFREY ATKINS
                             CHIEF EXECUTIVE OFFICER
                             PETE'S BREWING COMPANY
                                 514 HIGH STREET
                           PALO ALTO, CALIFORNIA 94301
                                 (415) 328-7383
                      (NAME, ADDRESS, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                   COPIES TO:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================================================================================================================
                                                             PROPOSED               PROPOSED
                                                              MAXIMUM                MAXIMUM
          TITLE OF EACH CLASS            AMOUNT               OFFERING              AGGREGATE         AMOUNT OF
            OF SECURITIES TO              TO BE                PRICE                 OFFERING        REGISTRATION
             BE REGISTERED             REGISTERED            PER SHARE                PRICE              FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                    <C>                       <C>               <C>      
Common Stock, no par value            12,000 shares           $5.25(1)              $63,000.00          $19.00

=====================================================================================================================
</TABLE>

(1)  Estimated in accordance with Rule 457(c) solely for the purpose of 
     calculating the registration fee based upon the average of the high and low
     prices of the Common Stock as reported on the Nasdaq National Market on 
     October 10, 1997.


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


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents and information heretofore filed with the
Securities and Exchange Commission by Pete's Brewing Company (the "Company") are
hereby incorporated by reference:

                 (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                 (b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, filed pursuant to Section 13(a) of the Exchange
Act.

                 (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A as filed with the Commission on
September 22, 1995, pursuant to Section 12(b) of the Exchange Act.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by Section 204(a) of the California General Corporation 
Law, the Registrant's Articles of Incorporation eliminate a director's personal 
liability for monetary damages to the Registrant and its shareholders arising 
from a breach or alleged breach of the director's fiduciary duty, except for 
liability arising under Sections 310 and 316 of the California General 
Corporation Law or liability for (i) acts or omissions that involve intentional 
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director believes to be contrary to the best interests of the Registrant or 
its shareholders or that involve the absence of good faith on the part of


<PAGE>   3



the director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in appropriate circumstances equitable remedies such as an
injunction or other forms of non-monetary relief would remain available under
California law.

         Sections 204(a) and 317 of the California General Corporation
Law authorize a corporation to indemnify its directors, officers, employees and
other agents in terms sufficiently broad to permit indemnification (including
reimbursement for expenses) under certain circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant's Articles of Incorporation and Bylaws contain provisions covering
indemnification of corporate directors, officers and other agents against
certain liabilities and expenses incurred as a result of proceedings involving
such persons in their capacities as directors, officers, employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended. The Registrant has entered into Indemnification Agreements
with its directors and executive officers.

         At present, there is no pending litigation or proceeding
involving a directors, officer, employee or other agent of the Registrant in
which indemnification is being sought, nor is the Registrant aware of any
threatened litigation that may result in a claim for indemnification by any
director, officer, employee or other agent of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
         Exhibit
         Number             Document
         ------             --------
         <S>                <C>

             4.1               Nonstatutory Stock Option Agreement dated 
                               July 22, 1997

             5.1               Opinion of Wilson Sonsini Goodrich & Rosati, a 
                               Professional Corporation.

            23.1               Consent of Independent Accountants.

            23.2               Consent of Counsel (contained in Exhibit 5.1).

            24.1               Power of Attorney (see page II-5).


</TABLE>

                                      II-2


<PAGE>   4

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 to include any material
                  information with respect to the plan of distribution
                  not previously disclosed in the registration
                  statement or any material change to such information
                  in the registration statement.

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

         (3)      To remove from registration by means of
                  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 Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, 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
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 hereunder, 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.


                                      II-3


<PAGE>   5



                                   SIGNATURES


             Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Pete's Brewing Company, 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 this 14th day of October, 1997.


                                              PETE'S BREWING COMPANY



                                              By: /s/ JEFFREY ATKINS
                                                  Jeffrey Atkins
                                                  Chief Executive Officer and 
                                                  Chief Financial Officer


                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Jeffrey
Atkins and Philip Marineau his attorneys-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 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.



                                      II-4


<PAGE>   6



             PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.


         SIGNATURE                       TITLE                      DATE
       -------------                   ---------                  ---------

 /s/ JEFFREY ATKINS             Chief Executive Officer,      October 14, 1997
-------------------------       Chief Financial Officer   
(Jeffrey Atkins)                (Principal Executive
                                Officer and Principal 
                                Financial Officer)
                                          
/s/ PHILIP A. MARINEAU          Chairman of the Board of      October 14, 1997
-------------------------       Directors                   
(Philip A. Marineau)      

                                Director                      October __, 1997
-------------------------
(Hunter Hastings)


/s/ AUDREY MACLEAN              Director                      October 14, 1997
-------------------------
(Audrey MacLean)


/s/ KEVIN O'ROURKE              Director                      October 14, 1997
-------------------------
(Kevin O'Rourke)


/s/ PETE S. SLOSBERG            Director                      October 14, 1997
-------------------------
(Pete S. Slosberg)


/s/ CHRISTOPHER T. SORTWELL     Director                      October 14, 1997
-------------------------
(Christopher T. Sortwell)


                                      II-5


<PAGE>   7


                                INDEX TO EXHIBITS



                                                                SEQUENTIALLY
EXHIBIT                                                           NUMBERED
NUMBER                           EXHIBIT                            PAGE
-------    ------------------------------------------------     ------------

   4.1     Nonstatutory Stock Option Agreement 
           dated July 22, 1997..................................

   5.1     Opinion of Wilson Sonsini Goodrich & Rosati, 
           a Professional Corporation...........................

  23.1     Consent of Independent Accountants...................

  23.2     Consent of Counsel (included in Exhibit 5.1).........

  24.1     Power of Attorney (see page II-4)....................
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15848}]
{"company-data": {"conformed-name": "PETES BREWING CO", "cik": "0000856873", "assigned-sic": "2082", "irs-number": "770110743", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38085", "film-number": "97697095"}, "business-address": {"street1": "514 HIGH ST", "city": "PALO ALTO", "state": "CA", "zip": "94301", "phone": "4153287383"}, "mail-address": {"street1": "514 HIGH STREET", "city": "PALO ALTO", "state": "CA", "zip": "94301"}}
1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             PETE'S BREWING COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              CALIFORNIA                                     77-0110743
            --------------                                 ---------------
       (STATE OF INCORPORATION)                          (I.R.S. EMPLOYER 
                                                        IDENTIFICATION NO.)

                                 514 HIGH STREET
                           PALO ALTO, CALIFORNIA 94301
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       NONSTATUTORY STOCK OPTION AGREEMENT
                            (FULL TITLE OF THE PLAN)

                                 JEFFREY ATKINS
                             CHIEF EXECUTIVE OFFICER
                             PETE'S BREWING COMPANY
                                 514 HIGH STREET
                           PALO ALTO, CALIFORNIA 94301
                                 (415) 328-7383
                      (NAME, ADDRESS, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                             PROPOSED               PROPOSED
                                                              MAXIMUM                MAXIMUM
          TITLE OF EACH CLASS            AMOUNT               OFFERING              AGGREGATE         AMOUNT OF
            OF SECURITIES TO              TO BE                PRICE                 OFFERING        REGISTRATION
             BE REGISTERED             REGISTERED            PER SHARE                PRICE              FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock, no par value            12,000 shares           $5.25(1)              $63,000.00          $19.00

=====================================================================================================================
(1)  Estimated in accordance with Rule 457(c) solely for the purpose of 
     calculating the registration fee based upon the average of the high and low
     prices of the Common Stock as reported on the Nasdaq National Market on 
     October 10, 1997.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents and information heretofore filed with the
Securities and Exchange Commission by Pete's Brewing Company (the "Company") are
hereby incorporated by reference:

                 (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                 (b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, filed pursuant to Section 13(a) of the Exchange
Act.

                 (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A as filed with the Commission on
September 22, 1995, pursuant to Section 12(b) of the Exchange Act.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by Section 204(a) of the California General Corporation 
Law, the Registrant's Articles of Incorporation eliminate a director's personal 
liability for monetary damages to the Registrant and its shareholders arising 
from a breach or alleged breach of the director's fiduciary duty, except for 
liability arising under Sections 310 and 316 of the California General 
Corporation Law or liability for (i) acts or omissions that involve intentional 
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director believes to be contrary to the best interests of the Registrant or 
its shareholders or that involve the absence of good faith on the part of
3

the director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in appropriate circumstances equitable remedies such as an
injunction or other forms of non-monetary relief would remain available under
California law.

         Sections 204(a) and 317 of the California General Corporation
Law authorize a corporation to indemnify its directors, officers, employees and
other agents in terms sufficiently broad to permit indemnification (including
reimbursement for expenses) under certain circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant's Articles of Incorporation and Bylaws contain provisions covering
indemnification of corporate directors, officers and other agents against
certain liabilities and expenses incurred as a result of proceedings involving
such persons in their capacities as directors, officers, employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended. The Registrant has entered into Indemnification Agreements
with its directors and executive officers.

         At present, there is no pending litigation or proceeding
involving a directors, officer, employee or other agent of the Registrant in
which indemnification is being sought, nor is the Registrant aware of any
threatened litigation that may result in a claim for indemnification by any
director, officer, employee or other agent of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
         Number             Document
         ------             --------
4.1               Nonstatutory Stock Option Agreement dated 
                               July 22, 1997

             5.1               Opinion of Wilson Sonsini Goodrich & Rosati, a 
                               Professional Corporation.

            23.1               Consent of Independent Accountants.

            23.2               Consent of Counsel (contained in Exhibit 5.1).

            24.1               Power of Attorney (see page II-5).
II-2
4

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 to include any material
                  information with respect to the plan of distribution
                  not previously disclosed in the registration
                  statement or any material change to such information
                  in the registration statement.

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

         (3)      To remove from registration by means of
                  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 Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, 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
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 hereunder, 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.

                                      II-3
5

                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Pete's Brewing Company, 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 this 14th day of October, 1997.

                                              PETE'S BREWING COMPANY

                                              By: /s/ JEFFREY ATKINS
                                                  Jeffrey Atkins
                                                  Chief Executive Officer and 
                                                  Chief Financial Officer

                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Jeffrey
Atkins and Philip Marineau his attorneys-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 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

                                      II-4
6

             PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

         SIGNATURE                       TITLE                      DATE
       -------------                   ---------                  ---------

 /s/ JEFFREY ATKINS             Chief Executive Officer,      October 14, 1997
-------------------------       Chief Financial Officer   
(Jeffrey Atkins)                (Principal Executive
                                Officer and Principal 
                                Financial Officer)
                                          
/s/ PHILIP A. MARINEAU          Chairman of the Board of      October 14, 1997
-------------------------       Directors                   
(Philip A. Marineau)      

                                Director                      October __, 1997
-------------------------
(Hunter Hastings)

/s/ AUDREY MACLEAN              Director                      October 14, 1997
-------------------------
(Audrey MacLean)

/s/ KEVIN O'ROURKE              Director                      October 14, 1997
-------------------------
(Kevin O'Rourke)

/s/ PETE S. SLOSBERG            Director                      October 14, 1997
-------------------------
(Pete S. Slosberg)

/s/ CHRISTOPHER T. SORTWELL     Director                      October 14, 1997
-------------------------
(Christopher T. Sortwell)

                                      II-5
7

                                INDEX TO EXHIBITS

                                                                SEQUENTIALLY
EXHIBIT                                                           NUMBERED
NUMBER                           EXHIBIT                            PAGE
-------    ------------------------------------------------     ------------

   4.1     Nonstatutory Stock Option Agreement 
           dated July 22, 1997..................................

   5.1     Opinion of Wilson Sonsini Goodrich & Rosati, 
           a Professional Corporation...........................

  23.1     Consent of Independent Accountants...................

  23.2     Consent of Counsel (included in Exhibit 5.1).........

  24.1     Power of Attorney (see page II-4)....................