As filed with the Securities and Exchange Commission on November 24, 1999
     Registration No. 333-_______________

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


                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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


               SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
        (Exact Name of Registrant as Specified in Its Charter)


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


     DELAWARE                                      77-0148208
(State or Other Jurisdiction of                 (I.R.S. Employer
Incorporation or Organization)               Identification Number)

                        3400 WEST WARREN AVENUE
                      FREMONT, CALIFORNIA   94538
          (Address of Principal Executive Offices) (Zip Code)


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


                SUNRISE TECHNOLOGIES INTERNATIONAL, INC
               1999 LONG-TERM EQUITY COMPENSATION PLAN,
                       (Full Title of the Plan)


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

                     THE PRENTICE HALL CORPORATION
                           10 13 CENTRE ROAD
                      WILMINGTON, DELAWARE 19805
                (Name and Address of Agent For Service)

                            (302) 998-0595
                     (Telephone Number, Including
                   Area Code, of Agent For Service)

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

                              COPIES TO:
                       JEFFREY C. EVERETT, ESQ.
                     DUANE, MORRIS & HECKSCHER LLP
                      227 WEST MONROE, SUITE 3400
                        CHICAGO, ILLINOIS 60603
                            (312) 499-6700
                        ______________________



<PAGE>



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

                    CALCULATION OF REGISTRATION FEE

                            PROPOSED
TITLE OF                    MAXIMUM
SECURITIES       AMOUNT     OFFERING    PROPOSED    AMOUNT OF
TO BE            TO BE      PRICE PER   MAXIMUM    REGISTRATION
REGISTERED       REGISTERED SHARE (1)   AGGREGATE      FEE
----------       ---------- ---------  ----------- ------------
Common Stock,
$.001 par value  2,100,000    $8.72    $18,312,000  $5,090.74



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


(1)  Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee.  The computation is based upon the average of the high and low price
as reported on the NASDAQ National Market System on November 23, 1999.




<PAGE>


                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)   The Registrant's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1998, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act");

     (b)   The Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;

     (c)   The Registrant's Current Reports on Form 8-K dated April 7,
1999, May 5, 1999, July 30, 1999 and September 30, 1999; and

     (d)   The description of the Registrant's Common Stock to be offered
hereby contained in the Registrant's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on February 23, 1999
(File No. 333-72829), including any amendment or report filed for the
purpose of updating such description.

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


ITEM 4.    DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "Delaware Law") grants corporations the right to limit or
eliminate the personal liability of their directors in certain
circumstances in accordance with provisions therein set forth.  The
Registrant's Certificate of Incorporation contains a provision eliminating
director liability to the Company and its stockholders for monetary damages
for breach of fiduciary duty as a director.  The provision does not,
however, eliminate or limit the personal liability of a director: (1) for
any breach of such director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under the
Delaware statutory provision making directors personally liable for
improper payment of dividends or improper stock purchases or redemptions;
or (iv) for any transaction from which the director derived an improper
personal benefit.  This provision offers persons who serve on the Company's
Board protection against awards of monetary damages resulting from breaches
of their duty of care (except as indicated above).  As a result of this
provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a breach of his
duty of care is limited.  However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission
based upon a director's breach of his duty of care.  The Securities and
Exchange Commission has taken the position that the provision will have no
effect on claims arising under federal securities laws.

     Section 145 of the Delaware Law grants corporations the right to
indemnify their directors, officers, employees and agents in accordance
with the provisions therein set forth.  The Company's Bylaws provide that
the corporation shall, subject to limited exceptions, indemnify its
directors and executive officers to the fullest extent not prohibited by
the Delaware Law.  The Company's Bylaws provide further that the Company
shall have the power to indemnify its other officers, employees and their
agents as set forth in the Delaware Law.  Such indemnification rights
include reimbursement for expenses incurred by such director, executive
officer, other officer, employee or agent in advance of the final
disposition of such proceeding in accordance with the applicable provisions
of the Delaware Law.

     The Company has entered into agreements with certain of its directors
and officers pursuant to which the Company has agreed to indemnify such
directors and officers to the fullest extent permitted under applicable
law.  In addition, the Company has purchased insurance containing customary
terms and conditions as permitted by law on behalf of its directors and
officers, which may cover liabilities under the Securities Act of 1933, as
amended (the "Securities Act").


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.    EXHIBITS.

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

       4.1       Sunrise Technologies International, Inc. 1999 Long-Term
Equity Compensation Plan, as amended and restated as of April 6, 1999.
(Incorporated by reference to Exhibit 10.1 to the Registrant's Current
Report on Form 8-K dated April 6, 1999, File No. I- 10428)

       5.1       Opinion of Duane, Morris & Heckescher LLP (Counsel to the
Registrant) as to the legality of the securities being registered herewith

      23.1       Consent of PricewaterhouseCoopers, LLP, Independent
Accountants

      23.2       Consent of Ernst & Young, LLP, Former Independent
Auditors

      23.3       Consent of Duane, Morris & Heckescher LLP (included in
Exhibit 5.1)

      24         Power of Attorney (included on signature page)




<PAGE>


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 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 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.

           (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 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.

     (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (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>


                              SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, 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
this 23rd day of September, 1999.

                 Sunrise Technologies International, Inc.

                 By:  /s/ C. Russell Trenary, III
                      C. Russell Trenary, III
                      President and Chief Executive Officer



                           POWER OF ATTORNEY


     KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Russell Trenary and Peter E.
Jansen, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

     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.

Date:September 23, 1999     /s/ C. Russell Trenary, III
                            C. Russell Trenary, III
                            President, Chief Executive Officer
                            and Director
                            (Principal Executive Officer)

Date:September 23, 1999     /s/ Peter E. Jansen
                            Peter E. Jansen
                            Vice President - Finance,
                            Chief Financial Officer
                            (Principal Financial Officer and
                            Principal Accounting Officer)

Date:September 23, 1999     /s/ Joseph D. Koenig
                            Joseph D. Koenig
                            Chairman of the Board and Director

Date:September 23, 1999     /s/ R. Dale Bowerman
                            R. Dale Bowerman
                            Director

Date:September 23, 1999     /s/ Michael S. McFarland
                            Michael S. McFarland, M.D.
                            Director




<PAGE>


                           INDEX TO EXHIBITS


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

 4.1       Sunrise Technologies International, Inc. 1999 Long-Term
           Equity Compensation Plan, as amended and restated as of
           April 6, 1999. (Incorporated by reference to Exhibit 10.1
           to the Registrant's Current Report on Form 8-K dated
           April 6, 1999, File No. 1-10428)

 5.1       Opinion of Duane, Morris & Heckscher LLP (Counsel to the
           Registrant) as to legality of the securities being
           registered herewith

23.1       Consent of PricewaterhouseCoopers, LLP, Independent Accountants

23.2       Consent of Ernst & Young, LLP Former Independent Auditors

23.3       Consent of Duane, Morris & Heckscher LLP (included in
           Exhibit 5.1)

24         Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14906}]
{"company-data": {"conformed-name": "SUNRISE TECHNOLOGIES INTERNATIONAL INC", "cik": "0000846771", "assigned-sic": "3843", "irs-number": "770148208", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91669", "film-number": "99764373"}, "business-address": {"street1": "3400 WEST WARREN AVENUE", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5106239001"}, "mail-address": {"street1": "47265 FREMONT BLVD", "city": "FREMONT", "state": "CA", "zip": "94538"}, "former-company": {"former-conformed-name": "SUNRISE TECHNOLOGIES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 24, 1999
     Registration No. 333-_______________

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

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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

               SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
        (Exact Name of Registrant as Specified in Its Charter)

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

     DELAWARE                                      77-0148208
(State or Other Jurisdiction of                 (I.R.S. Employer
Incorporation or Organization)               Identification Number)

                        3400 WEST WARREN AVENUE
                      FREMONT, CALIFORNIA   94538
          (Address of Principal Executive Offices) (Zip Code)

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

                SUNRISE TECHNOLOGIES INTERNATIONAL, INC
               1999 LONG-TERM EQUITY COMPENSATION PLAN,
                       (Full Title of the Plan)

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

                     THE PRENTICE HALL CORPORATION
                           10 13 CENTRE ROAD
                      WILMINGTON, DELAWARE 19805
                (Name and Address of Agent For Service)

                            (302) 998-0595
                     (Telephone Number, Including
                   Area Code, of Agent For Service)

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

                              COPIES TO:
                       JEFFREY C. EVERETT, ESQ.
                     DUANE, MORRIS & HECKSCHER LLP
                      227 WEST MONROE, SUITE 3400
                        CHICAGO, ILLINOIS 60603
                            (312) 499-6700
                        ______________________
=========================================================

                    CALCULATION OF REGISTRATION FEE

                            PROPOSED
TITLE OF                    MAXIMUM
SECURITIES       AMOUNT     OFFERING    PROPOSED    AMOUNT OF
TO BE            TO BE      PRICE PER   MAXIMUM    REGISTRATION
REGISTERED       REGISTERED SHARE (1)   AGGREGATE      FEE
----------       ---------- ---------  ----------- ------------
Common Stock,
$.001 par value  2,100,000    $8.72    $18,312,000  $5,090.74

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

(1)  Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee.  The computation is based upon the average of the high and low price
as reported on the NASDAQ National Market System on November 23, 1999.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)   The Registrant's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1998, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act");

     (b)   The Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;

     (c)   The Registrant's Current Reports on Form 8-K dated April 7,
1999, May 5, 1999, July 30, 1999 and September 30, 1999; and

     (d)   The description of the Registrant's Common Stock to be offered
hereby contained in the Registrant's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on February 23, 1999
(File No. 333-72829), including any amendment or report filed for the
purpose of updating such description.

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

ITEM 4.    DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "Delaware Law") grants corporations the right to limit or
eliminate the personal liability of their directors in certain
circumstances in accordance with provisions therein set forth.  The
Registrant's Certificate of Incorporation contains a provision eliminating
director liability to the Company and its stockholders for monetary damages
for breach of fiduciary duty as a director.  The provision does not,
however, eliminate or limit the personal liability of a director: (1) for
any breach of such director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under the
Delaware statutory provision making directors personally liable for
improper payment of dividends or improper stock purchases or redemptions;
or (iv) for any transaction from which the director derived an improper
personal benefit.  This provision offers persons who serve on the Company's
Board protection against awards of monetary damages resulting from breaches
of their duty of care (except as indicated above).  As a result of this
provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for a breach of his
duty of care is limited.  However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission
based upon a director's breach of his duty of care.  The Securities and
Exchange Commission has taken the position that the provision will have no
effect on claims arising under federal securities laws.

     Section 145 of the Delaware Law grants corporations the right to
indemnify their directors, officers, employees and agents in accordance
with the provisions therein set forth.  The Company's Bylaws provide that
the corporation shall, subject to limited exceptions, indemnify its
directors and executive officers to the fullest extent not prohibited by
the Delaware Law.  The Company's Bylaws provide further that the Company
shall have the power to indemnify its other officers, employees and their
agents as set forth in the Delaware Law.  Such indemnification rights
include reimbursement for expenses incurred by such director, executive
officer, other officer, employee or agent in advance of the final
disposition of such proceeding in accordance with the applicable provisions
of the Delaware Law.

     The Company has entered into agreements with certain of its directors
and officers pursuant to which the Company has agreed to indemnify such
directors and officers to the fullest extent permitted under applicable
law.  In addition, the Company has purchased insurance containing customary
terms and conditions as permitted by law on behalf of its directors and
officers, which may cover liabilities under the Securities Act of 1933, as
amended (the "Securities Act").

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.    EXHIBITS.

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

       4.1       Sunrise Technologies International, Inc. 1999 Long-Term
Equity Compensation Plan, as amended and restated as of April 6, 1999.
(Incorporated by reference to Exhibit 10.1 to the Registrant's Current
Report on Form 8-K dated April 6, 1999, File No. I- 10428)

       5.1       Opinion of Duane, Morris & Heckescher LLP (Counsel to the
Registrant) as to the legality of the securities being registered herewith

      23.1       Consent of PricewaterhouseCoopers, LLP, Independent
Accountants

      23.2       Consent of Ernst & Young, LLP, Former Independent
Auditors

      23.3       Consent of Duane, Morris & Heckescher LLP (included in
Exhibit 5.1)

      24         Power of Attorney (included on signature page)
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 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 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.

           (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 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.

     (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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
this 23rd day of September, 1999.

                 Sunrise Technologies International, Inc.

                 By:  /s/ C. Russell Trenary, III
                      C. Russell Trenary, III
                      President and Chief Executive Officer

                           POWER OF ATTORNEY

     KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Russell Trenary and Peter E.
Jansen, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

     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.

Date:September 23, 1999     /s/ C. Russell Trenary, III
                            C. Russell Trenary, III
                            President, Chief Executive Officer
                            and Director
                            (Principal Executive Officer)

Date:September 23, 1999     /s/ Peter E. Jansen
                            Peter E. Jansen
                            Vice President - Finance,
                            Chief Financial Officer
                            (Principal Financial Officer and
                            Principal Accounting Officer)

Date:September 23, 1999     /s/ Joseph D. Koenig
                            Joseph D. Koenig
                            Chairman of the Board and Director

Date:September 23, 1999     /s/ R. Dale Bowerman
                            R. Dale Bowerman
                            Director

Date:September 23, 1999     /s/ Michael S. McFarland
                            Michael S. McFarland, M.D.
                            Director
INDEX TO EXHIBITS

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

 4.1       Sunrise Technologies International, Inc. 1999 Long-Term
           Equity Compensation Plan, as amended and restated as of
           April 6, 1999. (Incorporated by reference to Exhibit 10.1
           to the Registrant's Current Report on Form 8-K dated
           April 6, 1999, File No. 1-10428)

 5.1       Opinion of Duane, Morris & Heckscher LLP (Counsel to the
           Registrant) as to legality of the securities being
           registered herewith

23.1       Consent of PricewaterhouseCoopers, LLP, Independent Accountants

23.2       Consent of Ernst & Young, LLP Former Independent Auditors

23.3       Consent of Duane, Morris & Heckscher LLP (included in
           Exhibit 5.1)

24         Power of Attorney (included on signature page)