<PAGE>   1
 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
                                                   REGISTRATION NO. 333-_______ 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                           SILICON VALLEY GROUP, INC.

               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                        94-2264681
- --------------------------                    ---------------------------------
 (State of Incorporation)                    (I.R.S Employer Identification No.)

                                 101 METRO DRIVE
                           SAN JOSE, CALIFORNIA 95110
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                ----------------
                             PAPKEN S. DER TOROSSIAN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           SILICON VALLEY GROUP, INC.
                              2240 RINGWOOD AVENUE
                           SAN JOSE, CALIFORNIA 95131
                                 (408) 434-0500
            (Name, address and telephone number of agent for service)

                        ---------------------------------
         
                                    COPY TO:
                            ROBERT T. CLARKSON, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (415) 493-9300



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                              PROPOSED MAXIMUM     PROPOSED MAXIMUM
       TITLE OF EACH CLASS OF              AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING         AMOUNT OF
    SECURITIES TO BE REGISTERED             REGISTERED          PER SHARE(1)           PRICE(1)         REGISTRATION FEE(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                     <C>                           <C>
Common Stock                             
 $0.01 par value, issuable under                                 
 1996 Employee Stock Purchase Plan. . .   1,000,000 shares   $23.875 per share       $23,875,000                   $8,233       
================================================================================================================================
</TABLE>
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee. Based on the closing price of the Common
     Stock as reported in the Nasdaq Stock Market on June 3, 1996.
<PAGE>   2
                           SILICON VALLEY GROUP, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      There are hereby incorporated by reference into the Prospectus relating to
this Registration Statement pursuant to Rule 428 the following documents and
information heretofore filed with the Securities and Exchange Commission:

            (a) Registrant's Annual Report on Form 10-K for the fiscal year
      ended September 30, 1995, filed pursuant to Section 13 of the Securities
      Exchange Act of 1934, as amended (the "1934 Act");

            (b) Registrant's Quarterly Report on Form 10-Q for the fiscal
      quarter ended December 31, 1995.

            (c) Registrant's Quarterly Report on Form 10-Q for the fiscal
      quarter ended March 31, 1996.

            (d) The description of the Company's Common Stock to be offered
      hereby, which is incorporated by reference to the Company's Registration
      Statement on Form 8-A filed pursuant to Section 13 of the 1934 Act on
      November 23, 1983, as amended by subsequently filed 1934 Act reports.

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

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its officers, directors, employees or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Section VIII of the Restated Certificate of Incorporation of
the Company provides for indemnification of its directors to the fullest extent
permitted by the Delaware General Corporation Law and Article VI of the Bylaws
of the Company provides for indemnification of directors and officers of the
Company to the fullest extent permitted by the Delaware General Corporation Law.

                                      II-1
<PAGE>   3
      The Company maintains policies of insurance under which directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers. The
Company has also entered into agreements with its directors and officers to
provide indemnification and advancement of expenses under certain circumstances.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the question has already 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      Exhibit
      Number
      -------
        
        4.1    1996 Employee Stock Purchase Plan.

        5.1    Opinion of counsel as to legality of securities being registered.

       23.1    Consent of Deloitte & Touche.
       
       23.2    Consent of Counsel (contained in Exhibit 5.1 hereto).

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

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


ITEM 9. UNDERTAKINGS.

            (a) The undersigned Registrant hereby undertakes 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.

            (b) The undersigned Registrant hereby undertakes 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.

            (c) The undersigned Registrant hereby undertakes 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.

                                      II-2
<PAGE>   4
            (d) 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.

            (e) 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 Delaware Corporation Law, the
Certificate of Incorporation of the Registrant, the By-Laws of Registrant and
the indemnification agreements described in Item 6 of Part II of this
Registration Statement, 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 of 1933 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 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, 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 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, Silicon Valley Group, Inc., 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 this sixth day of June, 1996.

                                       SILICON VALLEY GROUP, INC.


                                       By:   /s/ Papken S. Der Torossian
                                             ---------------------------------
                                             Papken S. Der Torossian, Chairman
                                              and Chief Executive Officer

                                POWER OF ATTORNEY

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

      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.

<TABLE>
<CAPTION>
         Signature                                 Title                               Date
     ----------------               -----------------------------------              ---------
                                  
<S>                              <C>                                               <C>
/s/ Papken S. Der Torossian      Chairman of the Board of Directors and Chief      June 6, 1996
- ------------------------------   Executive Officer (Principal Executive Officer)
(Papken S. Der Torossian)           

/s/ Russell G. Weinstock         Vice President of Finance and Chief Financial     June 6, 1996
- ------------------------------   Officer (Principal Financial and Accounting 
(Russell G. Weinstock)           Officer)                       

/s/ William A. Hightower         Director                                          June 6, 1996
- ------------------------------
(William A. Hightower)                                                                           

/s/ William L. Martin            Director                                          June 6, 1996
- ------------------------------
(William L. Martin)

/s/ Larry W. Sonsini             Director                                          June 6, 1996
- ------------------------------
(Larry W. Sonsini)                                                                 June 6, 1996
                                                                                        
/s/ Nam P. Suh                   Director                                          June 6, 1996
- ------------------------------
(Nam P. Suh)
</TABLE>

                                      II-4
<PAGE>   6
                           SILICON VALLEY GROUP, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


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

 4.1          1996 Employee Stock Purchase Plan.

 5.1          Opinion of counsel as to legality of securities being
              registered.
 
23.1          Independent Auditors consent.

23.2          Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1          Power of Attorney (see p. II-4).
[{"type": "S-8", "sequence": "1", "description": "SILICON VALLEY GROUP FORM S-8", "secsgml_size_bytes": 15884}]
{"company-data": {"conformed-name": "SILICON VALLEY GROUP INC", "cik": "0000712752", "assigned-sic": "3559", "irs-number": "942264681", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05377", "film-number": "96577734"}, "business-address": {"street1": "101 METRO DRIVE", "street2": "SUITE 400", "city": "SAN JOSE", "state": "CA", "zip": "95110", "phone": "4084675910"}, "mail-address": {"street1": "101 METRO DRIVE", "street2": "SUITE 400", "city": "SAN JOSE", "state": "CA", "zip": "95110"}}
1
 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
                                                   REGISTRATION NO. 333-_______ 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                           SILICON VALLEY GROUP, INC.

               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                        94-2264681
- --------------------------                    ---------------------------------
 (State of Incorporation)                    (I.R.S Employer Identification No.)

                                 101 METRO DRIVE
                           SAN JOSE, CALIFORNIA 95110
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                ----------------
                             PAPKEN S. DER TOROSSIAN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           SILICON VALLEY GROUP, INC.
                              2240 RINGWOOD AVENUE
                           SAN JOSE, CALIFORNIA 95131
                                 (408) 434-0500
            (Name, address and telephone number of agent for service)

                        ---------------------------------
         
                                    COPY TO:
                            ROBERT T. CLARKSON, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (415) 493-9300

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                              PROPOSED MAXIMUM     PROPOSED MAXIMUM
       TITLE OF EACH CLASS OF              AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING         AMOUNT OF
    SECURITIES TO BE REGISTERED             REGISTERED          PER SHARE(1)           PRICE(1)         REGISTRATION FEE(1)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock                             
 $0.01 par value, issuable under                                 
 1996 Employee Stock Purchase Plan. . .   1,000,000 shares   $23.875 per share       $23,875,000                   $8,233       
================================================================================================================================
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee. Based on the closing price of the Common
     Stock as reported in the Nasdaq Stock Market on June 3, 1996.
2
                           SILICON VALLEY GROUP, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      There are hereby incorporated by reference into the Prospectus relating to
this Registration Statement pursuant to Rule 428 the following documents and
information heretofore filed with the Securities and Exchange Commission:

            (a) Registrant's Annual Report on Form 10-K for the fiscal year
      ended September 30, 1995, filed pursuant to Section 13 of the Securities
      Exchange Act of 1934, as amended (the "1934 Act");

            (b) Registrant's Quarterly Report on Form 10-Q for the fiscal
      quarter ended December 31, 1995.

            (c) Registrant's Quarterly Report on Form 10-Q for the fiscal
      quarter ended March 31, 1996.

            (d) The description of the Company's Common Stock to be offered
      hereby, which is incorporated by reference to the Company's Registration
      Statement on Form 8-A filed pursuant to Section 13 of the 1934 Act on
      November 23, 1983, as amended by subsequently filed 1934 Act reports.

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

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its officers, directors, employees or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Section VIII of the Restated Certificate of Incorporation of
the Company provides for indemnification of its directors to the fullest extent
permitted by the Delaware General Corporation Law and Article VI of the Bylaws
of the Company provides for indemnification of directors and officers of the
Company to the fullest extent permitted by the Delaware General Corporation Law.

                                      II-1
3
      The Company maintains policies of insurance under which directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers. The
Company has also entered into agreements with its directors and officers to
provide indemnification and advancement of expenses under certain circumstances.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the question has already 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      Exhibit
      Number
      -------
        
        4.1    1996 Employee Stock Purchase Plan.

        5.1    Opinion of counsel as to legality of securities being registered.

       23.1    Consent of Deloitte & Touche.
       
       23.2    Consent of Counsel (contained in Exhibit 5.1 hereto).

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

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

ITEM 9. UNDERTAKINGS.

            (a) The undersigned Registrant hereby undertakes 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.

            (b) The undersigned Registrant hereby undertakes 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.

            (c) The undersigned Registrant hereby undertakes 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.

                                      II-2
4
            (d) 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.

            (e) 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 Delaware Corporation Law, the
Certificate of Incorporation of the Registrant, the By-Laws of Registrant and
the indemnification agreements described in Item 6 of Part II of this
Registration Statement, 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 of 1933 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 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, 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 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, Silicon Valley Group, Inc., 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 this sixth day of June, 1996.

                                       SILICON VALLEY GROUP, INC.

                                       By:   /s/ Papken S. Der Torossian
                                             ---------------------------------
                                             Papken S. Der Torossian, Chairman
                                              and Chief Executive Officer

                                POWER OF ATTORNEY

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

      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/ Papken S. Der Torossian      Chairman of the Board of Directors and Chief      June 6, 1996
- ------------------------------   Executive Officer (Principal Executive Officer)
(Papken S. Der Torossian)           

/s/ Russell G. Weinstock         Vice President of Finance and Chief Financial     June 6, 1996
- ------------------------------   Officer (Principal Financial and Accounting 
(Russell G. Weinstock)           Officer)                       

/s/ William A. Hightower         Director                                          June 6, 1996
- ------------------------------
(William A. Hightower)                                                                           

/s/ William L. Martin            Director                                          June 6, 1996
- ------------------------------
(William L. Martin)

/s/ Larry W. Sonsini             Director                                          June 6, 1996
- ------------------------------
(Larry W. Sonsini)                                                                 June 6, 1996
                                                                                        
/s/ Nam P. Suh                   Director                                          June 6, 1996
- ------------------------------
(Nam P. Suh)
II-4
6
                           SILICON VALLEY GROUP, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

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

 4.1          1996 Employee Stock Purchase Plan.

 5.1          Opinion of counsel as to legality of securities being
              registered.
 
23.1          Independent Auditors consent.

23.2          Consent of Counsel (contained in Exhibit 5.1 hereto).

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