<PAGE>   1

      As filed with the Securities and Exchange Commission on June 4, 1999
                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           SILICON VALLEY GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                DELAWARE                               94-2264681
     (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                                 101 METRO DRIVE
                           SAN JOSE, CALIFORNIA 95110
                                 (408) 441-6700
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                      1998 NON-STATUTORY STOCK OPTION PLAN
                                 1996 STOCK PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

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

                             PAPKEN S. DER TOROSSIAN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           SILICON VALLEY GROUP, INC.
                                 101 METRO DRIVE
                           SAN JOSE, CALIFORNIA 95110
                                 (408) 441-6700
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   Copies to:
                              AARON J. ALTER, ESQ.
                               PAUL B. SHINN, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300


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


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


<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                      PROPOSED       PROPOSED
                                                      MAXIMUM        MAXIMUM
                                       AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
       TITLE OF EACH CLASS OF          TO BE           PRICE         OFFERING      REGISTRATION
    SECURITIES TO BE REGISTERED     REGISTERED(1)   PER SHARE(2)      PRICE(2)          FEE
-------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>         <C>              <C>
COMMON STOCK, TO BE ISSUED UPON       1,000,000        $13.438     $13,438,000.00    $ 3,964.21
EXERCISE OF OPTIONS GRANTED UNDER
1998 NON-STATUTORY STOCK OPTION PLAN
-------------------------------------------------------------------------------------------------
COMMON STOCK, TO BE ISSUED UPON       1,500,000        $13.438     $20,157,000.00    $ 5,946.32
EXERCISE OF OPTIONS GRANTED UNDER
THE 1996 STOCK PLAN
-------------------------------------------------------------------------------------------------
COMMON STOCK TO BE ISSUED UNDER THE     750,000        $13.438     $10,078,500.00    $ 2,973.16
1996 EMPLOYEE STOCK PURCHASE PLAN
-------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEES                                                              $12,883.69
-------------------------------------------------------------------------------------------------
</TABLE>


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


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

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1998 Non-Statutory Stock
        Option Plan, the 1996 Stock Plan and the 1996 Employee Stock Purchase
        Plan by reason of any stock dividend, stock split, recapitalization or
        other similar transaction effected without the receipt of consideration
        which results in an increase in the number of the outstanding shares of
        Common Stock of Silicon Valley Group, Inc.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457 (c) and (h) under the Securities
        Act of 1933, as amended (the "Act") based on the average of the high and
        low prices of the Common Stock as reported on the Nasdaq National Market
        on June 1, 1999.



                                      -2-
<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

        The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

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

        (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended December 31, 1998 as filed pursuant to Section 13(a) of
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act") on February 8,1999.

        (c)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1999 as filed pursuant to Section 13(a) of the
                Securities Exchange Act of 1934, as amended (the "Exchange Act")
                on May 17, 1999.

        (d)     The description of Registrant's Common Stock as contained in the
                Registration Statement on Form 8-A filed pursuant to Section
                12(g) of the Exchange Act on October 10, 1996, including any
                amendment or report filed for purposes of updating such
                descriptions.

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

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which




                                      II-1
<PAGE>   4

indemnification is otherwise discretionary under Delaware law. Section 145 of
the General Corporation Law of Delaware provides for the indemnification of
officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances, for certain liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933 (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).

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 an initial bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the 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




                                      II-2
<PAGE>   5

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 Act and
will be governed by the final adjudication of such issue.




                                      II-3
<PAGE>   6

                                   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 San Jose, State of California on June 4, 1999.

                                        SILICON VALLEY GROUP, INC.



                                        By: /s/ RUSSELL G. WEINSTOCK
                                           -------------------------------------
                                            Russell G. Weinstock
                                            Vice President Finance,
                                            Chief Financial Officer
                                            and Assistant Secretary




                                      II-4
<PAGE>   7

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Papken S. Der Torossian and Russell G.
Weinstock, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
                 SIGNATURE                                    TITLE                       DATE
                 ---------                                    -----                       ----

<S>                                              <C>                                  <C>
    /s/ PAPKEN S. DER TOROSSIAN                  Chairman and Chief Executive         June 4, 1999
----------------------------------------         Officer
        Papken S. Der Torossian


        /s/ WILLIAM A. HIGHTOWER                 Director, President and Chief
----------------------------------------         Operating Officer


        /s/ RUSSELL G. WEINSTOCK                 Vice President Finance, Chief        June 4, 1999
----------------------------------------         Financial Officer and
          Russell G. Weinstock                   Assistant Secretary (Principal
                                                 Financial and Accounting


         /s/ MICHAEL J. ATTARDO                  Director                             June 4, 1999
----------------------------------------
           Michael J. Attardo


          /s/ WILLIAM L. MARTIN                  Director                             June 4, 1999
----------------------------------------
            William L. Martin


             /s/ NAM P. SUH                      Director                             June 4, 1999
----------------------------------------
               Nam P. Suh


         /s/ KENNETH M. THOMPSON                 Director                             June 4, 1999
----------------------------------------
           Kenneth M. Thompson


         /s/ LAWRENCE TOMLINSON                  Director                             June 4, 1999
----------------------------------------
           Lawrence Tomlinson
</TABLE>



                                      II-5
<PAGE>   8

                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                  EXHIBIT DOCUMENT
       ------                  ----------------
<S>             <C>
        4.1     1998 NonStatutory Stock Option Plan

        4.2     1996 Stock Plan

        4.3     1996 Employee Stock Purchase Plan

        5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to the legality of securities being registered
                (Counsel to the Registrant)

        23.1    Independent Auditors' Consent

        23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation (contained in Exhibit 5.1 hereto)

        24.1    Power of Attorney (see page II-5)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17284}]
{"company-data": {"conformed-name": "SILICON VALLEY GROUP INC", "cik": "0000712752", "assigned-sic": "3559", "irs-number": "942264681", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80079", "film-number": "99641051"}, "business-address": {"street1": "101 METRO DRIVE", "street2": "SUITE 400", "city": "SAN JOSE", "state": "CA", "zip": "95110", "phone": "4084416700"}, "mail-address": {"street1": "101 METRO DRIVE", "street2": "SUITE 400", "city": "SAN JOSE", "state": "CA", "zip": "95110"}}
1

      As filed with the Securities and Exchange Commission on June 4, 1999
                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           SILICON VALLEY GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                               94-2264681
     (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                                 101 METRO DRIVE
                           SAN JOSE, CALIFORNIA 95110
                                 (408) 441-6700
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                      1998 NON-STATUTORY STOCK OPTION PLAN
                                 1996 STOCK PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLANS)

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

                             PAPKEN S. DER TOROSSIAN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           SILICON VALLEY GROUP, INC.
                                 101 METRO DRIVE
                           SAN JOSE, CALIFORNIA 95110
                                 (408) 441-6700
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   Copies to:
                              AARON J. ALTER, ESQ.
                               PAUL B. SHINN, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

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

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

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                      PROPOSED       PROPOSED
                                                      MAXIMUM        MAXIMUM
                                       AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
       TITLE OF EACH CLASS OF          TO BE           PRICE         OFFERING      REGISTRATION
    SECURITIES TO BE REGISTERED     REGISTERED(1)   PER SHARE(2)      PRICE(2)          FEE
-------------------------------------------------------------------------------------------------
COMMON STOCK, TO BE ISSUED UPON       1,000,000        $13.438     $13,438,000.00    $ 3,964.21
EXERCISE OF OPTIONS GRANTED UNDER
1998 NON-STATUTORY STOCK OPTION PLAN
-------------------------------------------------------------------------------------------------
COMMON STOCK, TO BE ISSUED UPON       1,500,000        $13.438     $20,157,000.00    $ 5,946.32
EXERCISE OF OPTIONS GRANTED UNDER
THE 1996 STOCK PLAN
-------------------------------------------------------------------------------------------------
COMMON STOCK TO BE ISSUED UNDER THE     750,000        $13.438     $10,078,500.00    $ 2,973.16
1996 EMPLOYEE STOCK PURCHASE PLAN
-------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEES                                                              $12,883.69
-------------------------------------------------------------------------------------------------
---------------------

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

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1998 Non-Statutory Stock
        Option Plan, the 1996 Stock Plan and the 1996 Employee Stock Purchase
        Plan by reason of any stock dividend, stock split, recapitalization or
        other similar transaction effected without the receipt of consideration
        which results in an increase in the number of the outstanding shares of
        Common Stock of Silicon Valley Group, Inc.

(2)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457 (c) and (h) under the Securities
        Act of 1933, as amended (the "Act") based on the average of the high and
        low prices of the Common Stock as reported on the Nasdaq National Market
        on June 1, 1999.

                                      -2-
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

        The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

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

        (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended December 31, 1998 as filed pursuant to Section 13(a) of
                the Securities Exchange Act of 1934, as amended (the "Exchange
                Act") on February 8,1999.

        (c)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1999 as filed pursuant to Section 13(a) of the
                Securities Exchange Act of 1934, as amended (the "Exchange Act")
                on May 17, 1999.

        (d)     The description of Registrant's Common Stock as contained in the
                Registration Statement on Form 8-A filed pursuant to Section
                12(g) of the Exchange Act on October 10, 1996, including any
                amendment or report filed for purposes of updating such
                descriptions.

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

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which

                                      II-1
4

indemnification is otherwise discretionary under Delaware law. Section 145 of
the General Corporation Law of Delaware provides for the indemnification of
officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances, for certain liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933 (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).

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 an initial bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the 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

                                      II-2
5

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 Act and
will be governed by the final adjudication of such issue.

                                      II-3
6

                                   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 San Jose, State of California on June 4, 1999.

                                        SILICON VALLEY GROUP, INC.

                                        By: /s/ RUSSELL G. WEINSTOCK
                                           -------------------------------------
                                            Russell G. Weinstock
                                            Vice President Finance,
                                            Chief Financial Officer
                                            and Assistant Secretary

                                      II-4
7

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Papken S. Der Torossian and Russell G.
Weinstock, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                    TITLE                       DATE
                 ---------                                    -----                       ----
/s/ PAPKEN S. DER TOROSSIAN                  Chairman and Chief Executive         June 4, 1999
----------------------------------------         Officer
        Papken S. Der Torossian

        /s/ WILLIAM A. HIGHTOWER                 Director, President and Chief
----------------------------------------         Operating Officer

        /s/ RUSSELL G. WEINSTOCK                 Vice President Finance, Chief        June 4, 1999
----------------------------------------         Financial Officer and
          Russell G. Weinstock                   Assistant Secretary (Principal
                                                 Financial and Accounting

         /s/ MICHAEL J. ATTARDO                  Director                             June 4, 1999
----------------------------------------
           Michael J. Attardo

          /s/ WILLIAM L. MARTIN                  Director                             June 4, 1999
----------------------------------------
            William L. Martin

             /s/ NAM P. SUH                      Director                             June 4, 1999
----------------------------------------
               Nam P. Suh

         /s/ KENNETH M. THOMPSON                 Director                             June 4, 1999
----------------------------------------
           Kenneth M. Thompson

         /s/ LAWRENCE TOMLINSON                  Director                             June 4, 1999
----------------------------------------
           Lawrence Tomlinson
II-5
8

                                INDEX TO EXHIBITS
EXHIBIT
       NUMBER                  EXHIBIT DOCUMENT
       ------                  ----------------
4.1     1998 NonStatutory Stock Option Plan

        4.2     1996 Stock Plan

        4.3     1996 Employee Stock Purchase Plan

        5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to the legality of securities being registered
                (Counsel to the Registrant)

        23.1    Independent Auditors' Consent

        23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation (contained in Exhibit 5.1 hereto)

        24.1    Power of Attorney (see page II-5)