<PAGE>   1
   As filed with the Securities and Exchange Commission on September 28, 1999

                                                       Registration No._________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Protein Design Labs, Inc.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                  94-3023969
     ---------------------------------                 -------------------
       (State or other jurisdiction                     (I.R.S. employer
     of incorporation or organization)                 identification no.)

                               34801 Campus Drive
                                Fremont, CA 94555
             -------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                            PROTEIN DESIGN LABS, INC.
                           1999 STOCK OPTION PLAN AND
                       1999 NONSTATUTORY STOCK OPTION PLAN
                   ------------------------------------------
                            (Full title of the plan)

                               Douglas O. Ebersole
                   Senior Vice President, Legal and Licensing
                                 and Secretary
                            Protein Design Labs, Inc.
                               34801 Campus Drive
                                Fremont, CA 94555
                  ---------------------------------------------
                     (Name and address of agent for service)



Telephone number, including area code, of agent for service:  (510) 574-1400.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                        Proposed maximum   Proposed maximum
Title of Securities                    Amount to be      offering price        aggregate          Amount of
 to be registered(1)                   registered(2)      per share(3)      offering price(3)  registration fee
----------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>                <C>                 <C>
1999 Stock Option Plan
Common Stock                               146,813          $26.5625        $ 3,899,720.30
Par Value $0.01                            778,187          $31.3125        $24,366,980.44

1999 Nonstatutory Stock Option Plan
Common Stock                               213,318          $26.5625        $ 5,666,259.30
Par Value $0.01                            786,682          $31.3125        $24,632,980.13

TOTALS                                   1,925,000                          $58,565,940.17       $16,281.33
</TABLE>


(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the 1999 Stock Option Plan and 1999 Nonstatutory Stock Option Plan, the
price is computed on the basis of the weighted average exercise price. As to the
remaining shares under the 1999 Stock Option Plan and 1999 Nonstatutory Stock
Option Plan, the price is based upon the average of the high and low prices of
the Common Stock on September 23, 1999, as reported on the Nasdaq National
Market.

<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               Protein Design Labs, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

               (a) The Company's latest annual report on Form 10-K filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 1998 as filed with the
Securities and Exchange Commission on March 31, 1999.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.

               (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

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

Item 4.        Description of Securities

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

               Inapplicable.

Item 6.        Indemnification of Directors and Officers

               Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law,


<PAGE>   4

illegal payment of dividends or stock redemptions or repurchases, or for any
transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate
of Incorporation which eliminate to the fullest extent permissible under
Delaware law the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.

               Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The By-laws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
under Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's By-laws also
empower it to enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person whom it is required
or permitted to indemnify. The Company has entered into agreements with its
directors and certain of its executive officers that require the Company to
indemnify such persons to the fullest extent permitted under Delaware law
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

               Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7.        Exemption From Registration Claimed

               Inapplicable.

Item 8.        Exhibits

               See Exhibit Index.

Item 9.        Undertakings

               The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;


<PAGE>   5

                      (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; 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 paragraphs (1)(i) and (l)(ii) 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 Exchange Act that are incorporated by
reference 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.

               The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of 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 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.

<PAGE>   6

                                    SIGNATURE

        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 Fremont, State of California, on September 27,
1999.


                                        PROTEIN DESIGN LABS, INC.



                                        By:  /s/ Douglas O. Ebersole
                                             ---------------------------------
                                             Douglas O. Ebersole
                                             Senior Vice President,
                                             Legal and Licensing and Secretary

<PAGE>   7

                        SIGNATURES AND POWER OF ATTORNEY

        The officers and directors of Protein Design Labs, Inc. whose signatures
appear below, hereby constitute and appoint Jon S. Saxe and Douglas O. Ebersole,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
             Signature                               Title                        Date
---------------------------------     --------------------------------    ------------------
<S>                                   <C>                                 <C>

/s/ Laurence Jay Korn                 Chief Executive Officer and         September 27, 1999
---------------------------------     Chairperson of the Board of
Laurence Jay Korn                     Directors
                                      (Principal Executive Officer)


/s/ Jon S. Saxe                       Director                            September 27, 1999
---------------------------------
Jon S. Saxe


/s/ Cary L. Queen                     Director                            September 22, 1999
---------------------------------
Cary L. Queen


/s/ George M. Gould                   Director                            September 24, 1999
---------------------------------
George M. Gould


                                      Director
---------------------------------
Max Link


                                      Director
---------------------------------
Jurgen Drews
</TABLE>

<PAGE>   8
<TABLE>
<CAPTION>
             Signature                               Title                        Date
---------------------------------     --------------------------------    ------------------
<S>                                   <C>                                 <C>

/s/ Robert L. Kirkman                 Vice President, Business            September 28, 1999
---------------------------------     Development and Corporate
Robert L. Kirkman                     Communications
                                      (Principal Accounting Officer
</TABLE>
<PAGE>   9

                                  EXHIBIT INDEX


<TABLE>
<S>      <C>
4.1      Restated Certificate of Incorporation of the Company is incorporated by
         reference to Exhibit 3.1 to the Company's Registration Statement on
         Form 10-K filed with the Securities and Exchange Commission on March
         31, 1993

4.2      Amended and Restated Bylaws of the Company are incorporated by
         reference to Exhibit 3.2 to the Company's Registration Statement on
         Form 10-K filed with the Securities and Exchange Commission on March
         31, 1995

5        Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young LLP, Independent Auditors

24       Power of Attorney (included in signature pages to this registration
         statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17064}]
{"company-data": {"conformed-name": "PROTEIN DESIGN LABS INC/DE", "cik": "0000882104", "assigned-sic": "2836", "irs-number": "943023969", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87957", "film-number": "99718701"}, "business-address": {"street1": "2375 GARCIA AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4159033700"}, "mail-address": {"street1": "2375 GARCIA AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1
   As filed with the Securities and Exchange Commission on September 28, 1999

                                                       Registration No._________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Protein Design Labs, Inc.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                  94-3023969
     ---------------------------------                 -------------------
       (State or other jurisdiction                     (I.R.S. employer
     of incorporation or organization)                 identification no.)

                               34801 Campus Drive
                                Fremont, CA 94555
             -------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            PROTEIN DESIGN LABS, INC.
                           1999 STOCK OPTION PLAN AND
                       1999 NONSTATUTORY STOCK OPTION PLAN
                   ------------------------------------------
                            (Full title of the plan)

                               Douglas O. Ebersole
                   Senior Vice President, Legal and Licensing
                                 and Secretary
                            Protein Design Labs, Inc.
                               34801 Campus Drive
                                Fremont, CA 94555
                  ---------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 574-1400.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
2

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                                        Proposed maximum   Proposed maximum
Title of Securities                    Amount to be      offering price        aggregate          Amount of
 to be registered(1)                   registered(2)      per share(3)      offering price(3)  registration fee
----------------------------------------------------------------------------------------------------------------
1999 Stock Option Plan
Common Stock                               146,813          $26.5625        $ 3,899,720.30
Par Value $0.01                            778,187          $31.3125        $24,366,980.44

1999 Nonstatutory Stock Option Plan
Common Stock                               213,318          $26.5625        $ 5,666,259.30
Par Value $0.01                            786,682          $31.3125        $24,632,980.13

TOTALS                                   1,925,000                          $58,565,940.17       $16,281.33
(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the 1999 Stock Option Plan and 1999 Nonstatutory Stock Option Plan, the
price is computed on the basis of the weighted average exercise price. As to the
remaining shares under the 1999 Stock Option Plan and 1999 Nonstatutory Stock
Option Plan, the price is based upon the average of the high and low prices of
the Common Stock on September 23, 1999, as reported on the Nasdaq National
Market.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

               Protein Design Labs, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

               (a) The Company's latest annual report on Form 10-K filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), containing audited financial statements for the
Company's latest fiscal year ended December 31, 1998 as filed with the
Securities and Exchange Commission on March 31, 1999.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.

               (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

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

Item 4.        Description of Securities

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

               Inapplicable.

Item 6.        Indemnification of Directors and Officers

               Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law,
4

illegal payment of dividends or stock redemptions or repurchases, or for any
transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate
of Incorporation which eliminate to the fullest extent permissible under
Delaware law the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.

               Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The By-laws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
under Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's By-laws also
empower it to enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person whom it is required
or permitted to indemnify. The Company has entered into agreements with its
directors and certain of its executive officers that require the Company to
indemnify such persons to the fullest extent permitted under Delaware law
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

               Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7.        Exemption From Registration Claimed

               Inapplicable.

Item 8.        Exhibits

               See Exhibit Index.

Item 9.        Undertakings

               The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
5

                      (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; 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 paragraphs (1)(i) and (l)(ii) 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 Exchange Act that are incorporated by
reference 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.

               The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of 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 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.
6

                                    SIGNATURE

        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 Fremont, State of California, on September 27,
1999.

                                        PROTEIN DESIGN LABS, INC.

                                        By:  /s/ Douglas O. Ebersole
                                             ---------------------------------
                                             Douglas O. Ebersole
                                             Senior Vice President,
                                             Legal and Licensing and Secretary
7

                        SIGNATURES AND POWER OF ATTORNEY

        The officers and directors of Protein Design Labs, Inc. whose signatures
appear below, hereby constitute and appoint Jon S. Saxe and Douglas O. Ebersole,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                               Title                        Date
---------------------------------     --------------------------------    ------------------
/s/ Laurence Jay Korn                 Chief Executive Officer and         September 27, 1999
---------------------------------     Chairperson of the Board of
Laurence Jay Korn                     Directors
                                      (Principal Executive Officer)

/s/ Jon S. Saxe                       Director                            September 27, 1999
---------------------------------
Jon S. Saxe

/s/ Cary L. Queen                     Director                            September 22, 1999
---------------------------------
Cary L. Queen

/s/ George M. Gould                   Director                            September 24, 1999
---------------------------------
George M. Gould

                                      Director
---------------------------------
Max Link

                                      Director
---------------------------------
Jurgen Drews
8
Signature                               Title                        Date
---------------------------------     --------------------------------    ------------------
/s/ Robert L. Kirkman                 Vice President, Business            September 28, 1999
---------------------------------     Development and Corporate
Robert L. Kirkman                     Communications
                                      (Principal Accounting Officer
9

                                  EXHIBIT INDEX
4.1      Restated Certificate of Incorporation of the Company is incorporated by
         reference to Exhibit 3.1 to the Company's Registration Statement on
         Form 10-K filed with the Securities and Exchange Commission on March
         31, 1993

4.2      Amended and Restated Bylaws of the Company are incorporated by
         reference to Exhibit 3.2 to the Company's Registration Statement on
         Form 10-K filed with the Securities and Exchange Commission on March
         31, 1995

5        Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young LLP, Independent Auditors

24       Power of Attorney (included in signature pages to this registration
         statement)