As filed with the Securities and Exchange Commission on June 19, 2003

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

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                            4KIDS ENTERTAINMENT, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New York                                                              13-2691380
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1414 Avenue of the Americas, New York, New York                            10019
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                             2003 Stock Option Plan
                             ----------------------
                            (Full Title of the Plan)

                                 Rory A. Greiss
                                Kaye Scholer LLP
                                 425 Park Avenue
                            New York, New York 10022
                      -------------------------------------
                     (Name and address of agent for service)

                                 (212) 836-8261
                      -------------------------------------
                     (Telephone number, including area code,
                              of agent for service)


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
 Title of securities to       Amount to be         offering price per     aggregate offering          Amount of
     be registered             registered              share (1)               price (1)          registration fee
------------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                    <C>                     <C>
Common Stock, par value      600,000 shares            $18.11 (2)             $10,866,000             $879.06
$.01 per share
</TABLE>

----------

(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
      Securities Act of 1933, as amended, solely for the purpose of calculating
      the registration fee, based upon the average of the high and low prices of
      the Common Stock on The New York Stock Exchange on June 17, 2003.

      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration Statement also covers such additional indeterminate number of
      shares as may become issuable pursuant to anti-dilution and adjustment
      provisions of any options to purchase shares registered hereby.

                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

      See Item 2 below.

Item 2. Registrant Information and Employee Plan Annual Information.

      The document containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10 (a) of the Securities Act of 1933, as
amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, are incorporated by
reference into this Registration Statement.

      (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the Securities and Exchange Commission on March 31,
2003.

      (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 filed with the Securities and Exchange Commission on May 15,
2003.

      (c) The Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 15, 2003.


<PAGE>

      (d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on September 13, 2000.

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

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interest of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Officers and Directors.

      Section 721 through 726 inclusive of the Business Corporation Law of New
York permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations. The
Registrant's Certificate of Incorporation and Bylaws require the Registrant to
indemnify its officers, directors and employees to the fullest extent permitted
by law, including full or partial indemnification for any judgment, settlement
or related expense. In addition, advances of expenses to officers and directors
are permitted upon an undertaking by the person to be indemnified to repay all
such expenses if he or she is ultimately found not to be entitled to
indemnification. The indemnification provision in the Registrant's Certificate
of Incorporation applies to all actions and proceedings including those brought
by or in the right of the Registrant. Directors and officers remain liable for
acts and omissions not in good faith or which involve intentional misconduct and
transactions from which such officer or director derives improper personal
benefit. The Registrant maintains insurance to cover directors and officers
against liability which they may incur in such capacity.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

       Exhibit Number                   Description
       --------------                   -----------

            4.1         Certificate of Incorporation of the Registrant, as
                        amended (1)
            4.2         By-Laws of the Registrant adopted by the Board of
                        Directors on March 28, 1991 (2)
            5.1         Opinion of Kaye Scholer LLP (*)
           10.1         2003 Stock Option Plan (3)
           23.1         Consent of Deloitte & Touche LLP (*)
           23.2         Consent of Kaye Scholer LLP (included in Exhibit 5.1)

(*)   Filed herewith.

(1)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1995.

(2)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1990.

(3)   Incorporated by reference to the Registrant's Definitive Proxy Statement
      relating to the Registrant's 2003 Annual Meeting of Stockholders filed
      with the Securities and Exchange Commission on April 21, 2003.


                                       3
<PAGE>

Item 9. Undertakings.

      (a) The 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, as amended;

            (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 Securities and Exchange Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  Registration Statement;

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) above do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the registrant
            pursuant to Section 13 or Section 15(d) of the Securities Exchange
            Act of 1934 that are incorporated by reference in this Registration
            Statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, as amended, each such post-effective amendment
      shall be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at that
      time shall be deemed to be the initial bona fide offering thereof.

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

      (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, 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 of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling


                                       4
<PAGE>

precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 New York, state of New York, on this 18th day of
June, 2003.

                                                   4KIDS ENTERTAINMENT, INC.

                                                   By /s/ Alfred R. Kahn
                                                      -------------------------
                                                      Alfred R. Kahn
                                                      Chairman of the Board and
                                                      Chief Executive Officer

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

Date: June 18, 2003                    /s/ Alfred R. Kahn
                                       -----------------------------------------
                                       Alfred R. Kahn,
                                       Chairman of the Board
                                       Chief Executive Officer
                                       and Director

Date: June 18, 2003                    /s/ Richard Block
                                       -----------------------------------------
                                       Richard Block,
                                       Director

Date: June 18, 2003                    /s/ Jay Emmett
                                       -----------------------------------------
                                       Jay Emmett,
                                       Director

Date: June 18, 2003                    /s/ Michael Goldstein
                                       -----------------------------------------
                                       Michael Goldstein,
                                       Director

Date: June 18, 2003                    /s/ Steven M. Grossman
                                       -----------------------------------------
                                       Steven M. Grossman,
                                       Director

Date: June 18, 2003                    /s/ Joseph P. Garrity
                                       -----------------------------------------
                                       Joseph P. Garrity,
                                       Executive Vice President, Treasurer,
                                       Principal Financial Officer,
                                       Principal Accounting Officer and Director
Exhibit Index

       Exhibit Number                   Description
       --------------                   -----------

            4.1         Certificate of Incorporation of the Registrant, as
                        amended (1)
            4.2         By-Laws of the Registrant adopted by the Board of
                        Directors on March 28, 1991 (2)
            5.1         Opinion of Kaye Scholer LLP (*)
           10.1         2003 Stock Option Plan (3)
           23.1         Consent of Deloitte & Touche LLP (*)
           23.2         Consent of Kaye Scholer LLP (included in Exhibit 5.1)

(*)   Filed herewith.

(1)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1995.

(2)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1990.

(3)   Incorporated by reference to the Registrant's Definitive Proxy Statement
      relating to the Registrant's 2003 Annual Meeting of Stockholders filed
      with the Securities and Exchange Commission on April 21, 2003.


                                       6
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{"company-data": {"conformed-name": "4 KIDS ENTERTAINMENT INC", "cik": "0000058592", "assigned-sic": "6794", "irs-number": "132691380", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106282", "film-number": "03750439"}, "business-address": {"street1": "1414 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127587666"}, "mail-address": {"street1": "1414 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "LEISURE CONCEPTS INC", "date-changed": "19920703"}, {"former-conformed-name": "AMERICAN LEISURE INDUSTRIES INC", "date-changed": "19740822"}]}
As filed with the Securities and Exchange Commission on June 19, 2003

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

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                            4KIDS ENTERTAINMENT, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New York                                                              13-2691380
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1414 Avenue of the Americas, New York, New York                            10019
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                             2003 Stock Option Plan
                             ----------------------
                            (Full Title of the Plan)

                                 Rory A. Greiss
                                Kaye Scholer LLP
                                 425 Park Avenue
                            New York, New York 10022
                      -------------------------------------
                     (Name and address of agent for service)

                                 (212) 836-8261
                      -------------------------------------
                     (Telephone number, including area code,
                              of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
 Title of securities to       Amount to be         offering price per     aggregate offering          Amount of
     be registered             registered              share (1)               price (1)          registration fee
------------------------------------------------------------------------------------------------------------------
Common Stock, par value      600,000 shares            $18.11 (2)             $10,866,000             $879.06
$.01 per share
----------

(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
      Securities Act of 1933, as amended, solely for the purpose of calculating
      the registration fee, based upon the average of the high and low prices of
      the Common Stock on The New York Stock Exchange on June 17, 2003.

      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration Statement also covers such additional indeterminate number of
      shares as may become issuable pursuant to anti-dilution and adjustment
      provisions of any options to purchase shares registered hereby.

                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

      See Item 2 below.

Item 2. Registrant Information and Employee Plan Annual Information.

      The document containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10 (a) of the Securities Act of 1933, as
amended.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, are incorporated by
reference into this Registration Statement.

      (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the Securities and Exchange Commission on March 31,
2003.

      (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 filed with the Securities and Exchange Commission on May 15,
2003.

      (c) The Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 15, 2003.
(d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on September 13, 2000.

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

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interest of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Officers and Directors.

      Section 721 through 726 inclusive of the Business Corporation Law of New
York permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations. The
Registrant's Certificate of Incorporation and Bylaws require the Registrant to
indemnify its officers, directors and employees to the fullest extent permitted
by law, including full or partial indemnification for any judgment, settlement
or related expense. In addition, advances of expenses to officers and directors
are permitted upon an undertaking by the person to be indemnified to repay all
such expenses if he or she is ultimately found not to be entitled to
indemnification. The indemnification provision in the Registrant's Certificate
of Incorporation applies to all actions and proceedings including those brought
by or in the right of the Registrant. Directors and officers remain liable for
acts and omissions not in good faith or which involve intentional misconduct and
transactions from which such officer or director derives improper personal
benefit. The Registrant maintains insurance to cover directors and officers
against liability which they may incur in such capacity.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

       Exhibit Number                   Description
       --------------                   -----------

            4.1         Certificate of Incorporation of the Registrant, as
                        amended (1)
            4.2         By-Laws of the Registrant adopted by the Board of
                        Directors on March 28, 1991 (2)
            5.1         Opinion of Kaye Scholer LLP (*)
           10.1         2003 Stock Option Plan (3)
           23.1         Consent of Deloitte & Touche LLP (*)
           23.2         Consent of Kaye Scholer LLP (included in Exhibit 5.1)

(*)   Filed herewith.

(1)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1995.

(2)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1990.

(3)   Incorporated by reference to the Registrant's Definitive Proxy Statement
      relating to the Registrant's 2003 Annual Meeting of Stockholders filed
      with the Securities and Exchange Commission on April 21, 2003.

                                       3
Item 9. Undertakings.

      (a) The 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, as amended;

            (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 Securities and Exchange Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  Registration Statement;

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) above do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the registrant
            pursuant to Section 13 or Section 15(d) of the Securities Exchange
            Act of 1934 that are incorporated by reference in this Registration
            Statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, as amended, each such post-effective amendment
      shall be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at that
      time shall be deemed to be the initial bona fide offering thereof.

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

      (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, 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 of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling

                                       4
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 New York, state of New York, on this 18th day of
June, 2003.

                                                   4KIDS ENTERTAINMENT, INC.

                                                   By /s/ Alfred R. Kahn
                                                      -------------------------
                                                      Alfred R. Kahn
                                                      Chairman of the Board and
                                                      Chief Executive Officer

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

Date: June 18, 2003                    /s/ Alfred R. Kahn
                                       -----------------------------------------
                                       Alfred R. Kahn,
                                       Chairman of the Board
                                       Chief Executive Officer
                                       and Director

Date: June 18, 2003                    /s/ Richard Block
                                       -----------------------------------------
                                       Richard Block,
                                       Director

Date: June 18, 2003                    /s/ Jay Emmett
                                       -----------------------------------------
                                       Jay Emmett,
                                       Director

Date: June 18, 2003                    /s/ Michael Goldstein
                                       -----------------------------------------
                                       Michael Goldstein,
                                       Director

Date: June 18, 2003                    /s/ Steven M. Grossman
                                       -----------------------------------------
                                       Steven M. Grossman,
                                       Director

Date: June 18, 2003                    /s/ Joseph P. Garrity
                                       -----------------------------------------
                                       Joseph P. Garrity,
                                       Executive Vice President, Treasurer,
                                       Principal Financial Officer,
                                       Principal Accounting Officer and Director
Exhibit Index

       Exhibit Number                   Description
       --------------                   -----------

            4.1         Certificate of Incorporation of the Registrant, as
                        amended (1)
            4.2         By-Laws of the Registrant adopted by the Board of
                        Directors on March 28, 1991 (2)
            5.1         Opinion of Kaye Scholer LLP (*)
           10.1         2003 Stock Option Plan (3)
           23.1         Consent of Deloitte & Touche LLP (*)
           23.2         Consent of Kaye Scholer LLP (included in Exhibit 5.1)

(*)   Filed herewith.

(1)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1995.

(2)   Incorporated by reference to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1990.

(3)   Incorporated by reference to the Registrant's Definitive Proxy Statement
      relating to the Registrant's 2003 Annual Meeting of Stockholders filed
      with the Securities and Exchange Commission on April 21, 2003.

                                       6