<PAGE>   1
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON         , 1998
                                                        REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


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


<TABLE>
<S>                                       <C>
        DELAWARE                                        76-0236465
------------------------                  ------------------------------------
(STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>


                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
   --------------------------------------------------------------------------
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                   AMENDED 1991 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

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


                              PAMELA B. WESTBROOK
                                CYBERONICS, INC.
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 332-1375
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             KENNETH M. SIEGEL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94306
                                 (650) 493-9300


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                            AMOUNT                PROPOSED             PROPOSED MAXIMUM        AMOUNT OF
        TITLE OF SECURITIES TO               TO BE            MAXIMUM OFFERING        AGGREGATE OFFERING      REGISTRATION
            BE REGISTERED                 REGISTERED          PRICE PER SHARE               PRICE                 FEE
--------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                      <C>                     <C>
Common Stock issuable under 1991          100,000(1)            $4.9141(2)               $491,410(2)             $136.61
Employee Stock Purchase Plan
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)     The shares to be registered under this Registration Statement represent
        additional shares authorized to be issued under the 1991 Employee Stock
        Purchase Plan. An aggregate of 100,000 shares were previously registered
        on Registrant's registration statement on Form S-8 (SEC File No.
        33-65276) filed with the Securities and Exchange Commission on June 30,
        1993.

(2)     Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
        amended (the "Act") solely for the purpose of calculating the total
        registration fee. Because the price at which options to be granted in
        the future may be exercised is not currently determined, computation is
        based upon 85% of the per share price of the average between the ask and
        bid price reported in the Nasdaq National Market on October 28, 1998,
        which average was $5.7813.

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



<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

          This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 100,000 shares pursuant to the Registrant's Amended
1991 Employee Stock Purchase Plan (the "Plan"). The Registration Statement on
Form S-8 previously filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act") relating to the Plan (SEC File No. 33-65276) is incorporated
herein by reference.

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Commission:

          1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998 filed pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").

          2. The description of Registrant's Common Stock to be offered hereby
contained in the Company's Registration Statement on Form 8-A, as declared
effective by the Commission on February 10, 1993, filed pursuant to Section 12
of the Exchange Act and, any amendment or report filed for the purpose of
updating such description.

          All documents, reports and definitive proxy or information statements
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that 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.



                                      II-2
<PAGE>   3

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company has included in the Certificate of Incorporation a
provision that to the fullest extent permitted by Delaware law, the Company's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its stockholders. In addition, the
Company's Bylaws provide that the Company is required to indemnify its officers
and directors to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, and
that the Company is required to advance expenses to its officers and directors
as incurred. Further, the Company has entered into indemnification agreements
with its officers and directors, providing such individuals indemnification to
the maximum extent permitted by the Delaware General Corporation Law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

Item 8.   EXHIBITS.

<TABLE>
<CAPTION>

         Exhibit
         Number                  Document
         ------                  --------

<S>                 <C>
          4.1       Cyberonics, Inc. Amended 1991 Employee Stock Purchase Plan.

          5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to legality of securities being registered.

          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

          23.2      Consent of Counsel (contained in Exhibit 5.1).

          24.1      Power of Attorney (see page II-5).
</TABLE>


Item 9.   UNDERTAKINGS

          (a) 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



                                      II-3
<PAGE>   4

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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b) 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.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the items described in Item 6 of Part II of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                      II-4
<PAGE>   5

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cyberonics, 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 Houston, State of Texas,
on this 27th day of October, 1998. CYBERONICS, INC.

                                            By: /s/  ROBERT CUMMINS
                                               ---------------------------------
                                               Robert P. Cummins
                                               President and Chief Executive 
                                               Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Reese
S. Terry, Jr. and Pamela B. Westbrook, his or her attorneys-in-fact, each with 
the power of substitution, for him or her 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
or her substitute or substitutes, may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
       SIGNATURE                         TITLE                               DATE
--------------------------     ----------------------------------      ----------------
<S>                            <C>                                     <C>
/s/  REESE S. TERRY            Chairman of the Board and               October 27, 1998
--------------------------     Executive Vice President
     Reese S. Terry

/s/  ROBERT P. CUMMINS         President, Chief Executive              October 27, 1998
--------------------------     Officer and Director 
     Robert P. Cummins         (Principal Executive Officer)

/s/  PAMELA B. WESTBROOK       Vice President, Finance and 
--------------------------     Administration and Chief Financial      October 27, 1998
     Pamela B. Westbrook       Officer (Principal Financial and 
                               Accounting Officer)

/s/  STANLEY H. APPEL          Director                                October 27, 1998
--------------------------
     Stanley H. Appel

/s/  TONY COELHO               Director                                October 27, 1998
--------------------------
     Tony Coelho

/s/  THOMAS A. DUERDEN         Director                                October 27, 1998
--------------------------
     Thomas A. Duerden

/s/  MICHAEL J. STRAUSS        Director                                October 27, 1998
--------------------------
     Michael J. Strauss
</TABLE>


                                      II-5
<PAGE>   6

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                                Cyberonics, Inc.

                                November 3, 1998



<PAGE>   7

                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>

       EXHIBIT
        NUMBER                        EXHIBIT
        ------                        -------

<S>                 <C>
           4.1      Cyberonics, Inc. Amended 1991 Employee Stock Purchase Plan.

           5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to the legality of securities being
                    registered.

          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

          23.2      Consent of Counsel (included in Exhibit 5.1).

          24.1      Power of Attorney (see page II-5)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15612}]
{"company-data": {"conformed-name": "CYBERONICS INC", "cik": "0000864683", "assigned-sic": "3845", "irs-number": "760236465", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66689", "film-number": "98736586"}, "business-address": {"street1": "17448 HGHWY 3 STE 100", "city": "WEBSTER", "state": "TX", "zip": "77598", "phone": "7133321375"}, "mail-address": {"street1": "17448 HIGHWAY 3", "street2": "SUITE 100", "city": "WEGSTER", "state": "TX", "zip": "77598-4135"}}
1
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON         , 1998
                                                        REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                CYBERONICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                        76-0236465
------------------------                  ------------------------------------
(STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)
16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
   --------------------------------------------------------------------------
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                   AMENDED 1991 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

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

                              PAMELA B. WESTBROOK
                                CYBERONICS, INC.
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 332-1375
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             KENNETH M. SIEGEL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94306
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                            AMOUNT                PROPOSED             PROPOSED MAXIMUM        AMOUNT OF
        TITLE OF SECURITIES TO               TO BE            MAXIMUM OFFERING        AGGREGATE OFFERING      REGISTRATION
            BE REGISTERED                 REGISTERED          PRICE PER SHARE               PRICE                 FEE
--------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under 1991          100,000(1)            $4.9141(2)               $491,410(2)             $136.61
Employee Stock Purchase Plan
--------------------------------------------------------------------------------------------------------------------------
(1)     The shares to be registered under this Registration Statement represent
        additional shares authorized to be issued under the 1991 Employee Stock
        Purchase Plan. An aggregate of 100,000 shares were previously registered
        on Registrant's registration statement on Form S-8 (SEC File No.
        33-65276) filed with the Securities and Exchange Commission on June 30,
        1993.

(2)     Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
        amended (the "Act") solely for the purpose of calculating the total
        registration fee. Because the price at which options to be granted in
        the future may be exercised is not currently determined, computation is
        based upon 85% of the per share price of the average between the ask and
        bid price reported in the Nasdaq National Market on October 28, 1998,
        which average was $5.7813.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

          This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 100,000 shares pursuant to the Registrant's Amended
1991 Employee Stock Purchase Plan (the "Plan"). The Registration Statement on
Form S-8 previously filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act") relating to the Plan (SEC File No. 33-65276) is incorporated
herein by reference.

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Commission:

          1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998 filed pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").

          2. The description of Registrant's Common Stock to be offered hereby
contained in the Company's Registration Statement on Form 8-A, as declared
effective by the Commission on February 10, 1993, filed pursuant to Section 12
of the Exchange Act and, any amendment or report filed for the purpose of
updating such description.

          All documents, reports and definitive proxy or information statements
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that 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.

                                      II-2
3

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company has included in the Certificate of Incorporation a
provision that to the fullest extent permitted by Delaware law, the Company's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its stockholders. In addition, the
Company's Bylaws provide that the Company is required to indemnify its officers
and directors to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, and
that the Company is required to advance expenses to its officers and directors
as incurred. Further, the Company has entered into indemnification agreements
with its officers and directors, providing such individuals indemnification to
the maximum extent permitted by the Delaware General Corporation Law.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

Item 8.   EXHIBITS.
Exhibit
         Number                  Document
         ------                  --------
4.1       Cyberonics, Inc. Amended 1991 Employee Stock Purchase Plan.

          5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to legality of securities being registered.

          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

          23.2      Consent of Counsel (contained in Exhibit 5.1).

          24.1      Power of Attorney (see page II-5).
Item 9.   UNDERTAKINGS

          (a) 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

                                      II-3
4

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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b) 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.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the items described in Item 6 of Part II of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
5

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cyberonics, 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 Houston, State of Texas,
on this 27th day of October, 1998. CYBERONICS, INC.

                                            By: /s/  ROBERT CUMMINS
                                               ---------------------------------
                                               Robert P. Cummins
                                               President and Chief Executive 
                                               Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Reese
S. Terry, Jr. and Pamela B. Westbrook, his or her attorneys-in-fact, each with 
the power of substitution, for him or her 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
or her substitute or substitutes, may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE                         TITLE                               DATE
--------------------------     ----------------------------------      ----------------
/s/  REESE S. TERRY            Chairman of the Board and               October 27, 1998
--------------------------     Executive Vice President
     Reese S. Terry

/s/  ROBERT P. CUMMINS         President, Chief Executive              October 27, 1998
--------------------------     Officer and Director 
     Robert P. Cummins         (Principal Executive Officer)

/s/  PAMELA B. WESTBROOK       Vice President, Finance and 
--------------------------     Administration and Chief Financial      October 27, 1998
     Pamela B. Westbrook       Officer (Principal Financial and 
                               Accounting Officer)

/s/  STANLEY H. APPEL          Director                                October 27, 1998
--------------------------
     Stanley H. Appel

/s/  TONY COELHO               Director                                October 27, 1998
--------------------------
     Tony Coelho

/s/  THOMAS A. DUERDEN         Director                                October 27, 1998
--------------------------
     Thomas A. Duerden

/s/  MICHAEL J. STRAUSS        Director                                October 27, 1998
--------------------------
     Michael J. Strauss
II-5
6

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                                Cyberonics, Inc.

                                November 3, 1998
7

                                INDEX TO EXHIBITS
EXHIBIT
        NUMBER                        EXHIBIT
        ------                        -------
4.1      Cyberonics, Inc. Amended 1991 Employee Stock Purchase Plan.

           5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation, as to the legality of securities being
                    registered.

          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

          23.2      Consent of Counsel (included in Exhibit 5.1).

          24.1      Power of Attorney (see page II-5)