<PAGE>   1
     As filed with the Securities and Exchange Commission on June 19, 2000
                                                    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 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

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
                                              AMOUNT        PROPOSED     PROPOSED MAXIMUM
                                              TO BE         MAXIMUM         AGGREGATE        AMOUNT OF
         TITLE OF EACH CLASS OF             REGISTERED   OFFERING PRICE   OFFERING PRICE   REGISTRATION
       SECURITIES TO BE REGISTERED           (1)(2)      PER SHARE (3)          (3)            FEE
-------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>             <C>               <C>
COMMON STOCK, $0.01 PAR VALUE               1,500,000      $26.1726        $39,258,900       $10,365
-------------------------------------------------------------------------------------------------------
</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 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)     Includes 1,000,000 shares of common stock issuable under the 1998
        Non-Statutory Stock Option Plan and 500,000 shares of common stock
        issuable under the 1996 Employee Stock Purchase Plan.

(3)     The Proposed Maximum Aggregate Offering Price Per Share represents a
        weighted average of the following estimates calculated in accordance
        with Rule 457(h) under the Securities Act of 1933, as amended (the
        "Securities Act"). With respect to the 192,811 shares subject to
        outstanding options to purchase common stock under the plans described
        above (collectively, the "Plans"), the Proposed Maximum Aggregate
        Offering Price Per Share is equal to the weighted average exercise price
        of 25.8597 per share pursuant to Rule 457(h) under the Securities Act.
        With respect to the 1,307,189 shares of common stock available for
        future issuance under the Plans for which the price at which options to
        be granted in the future is not currently determined, the estimated
        Proposed Maximum Offering Price Per Share was determined pursuant to
        Rule 457(c) under the Securities Act to be equal to the average between
        the ask and bid price reported in the Nasdaq National Market on June 12,
        2000, which average was 26.21875.
<PAGE>   2
                                     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, 1999, filed pursuant to Section 13(a) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act") on
            December 23, 1999.

        (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            December 31, 1999 as filed pursuant to Section 13(a) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act") on
            February 12, 2000.

        (c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2000 as filed pursuant to Section 13(a) of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act") on May 15,
            2000.

        (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>   3
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>   4
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>   5
                                   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 19, 2000.

                                       SILICON VALLEY GROUP, INC.



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



                                      II-4
<PAGE>   6

                                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 19, 2000
--------------------------------------------     Officer
    Papken S. Der Torossian


    /s/ WILLIAM A. HIGHTOWER                     Director, President and Chief       June 19, 2000
--------------------------------------------     Operating Officer
    William A. Hightower

    /s/ RUSSELL G. WEINSTOCK                     Vice President Finance, Chief       June 19, 2000
--------------------------------------------     Financial Officer and
    Russell G. Weinstock                         Assistant Secretary (Principal
                                                 Financial and Accounting
                                                 Officer)

    /s/ MICHAEL J. ATTARDO                       Director                            June 19, 2000
--------------------------------------------
    Michael J. Attardo

    /s/ WILLIAM L. MARTIN                        Director                            June 19, 2000
--------------------------------------------
    William L. Martin

    /s/ NAM P. SUH                               Director                            June 19, 2000
--------------------------------------------
    Nam P. Suh

    /s/ LAWRENCE TOMLINSON                       Director                            June 19, 2000
--------------------------------------------
    Lawrence Tomlinson
</TABLE>



                                      II-5
<PAGE>   7
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
   EXHIBIT NUMBER                          EXHIBIT DOCUMENT
   --------------                          ----------------
<S>                   <C>
        4.1*          1998 Non Statutory Stock Option Plan

        4.2*          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>

----------
*   Previously filed as an Exhibit to Registration Statement on Form S-8 (File
    No. 333-80079) declared effective on June 4, 1999, and incorporated herein
    by reference.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16855}]
{"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": "333-39594", "film-number": "657084"}, "business-address": {"street1": "277 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10172", "phone": "4084416700"}, "mail-address": {"street1": "277 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10172"}}
1
     As filed with the Securities and Exchange Commission on June 19, 2000
                                                    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 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
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
                                              AMOUNT        PROPOSED     PROPOSED MAXIMUM
                                              TO BE         MAXIMUM         AGGREGATE        AMOUNT OF
         TITLE OF EACH CLASS OF             REGISTERED   OFFERING PRICE   OFFERING PRICE   REGISTRATION
       SECURITIES TO BE REGISTERED           (1)(2)      PER SHARE (3)          (3)            FEE
-------------------------------------------------------------------------------------------------------
COMMON STOCK, $0.01 PAR VALUE               1,500,000      $26.1726        $39,258,900       $10,365
-------------------------------------------------------------------------------------------------------
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1998 Non-Statutory Stock
        Option 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)     Includes 1,000,000 shares of common stock issuable under the 1998
        Non-Statutory Stock Option Plan and 500,000 shares of common stock
        issuable under the 1996 Employee Stock Purchase Plan.

(3)     The Proposed Maximum Aggregate Offering Price Per Share represents a
        weighted average of the following estimates calculated in accordance
        with Rule 457(h) under the Securities Act of 1933, as amended (the
        "Securities Act"). With respect to the 192,811 shares subject to
        outstanding options to purchase common stock under the plans described
        above (collectively, the "Plans"), the Proposed Maximum Aggregate
        Offering Price Per Share is equal to the weighted average exercise price
        of 25.8597 per share pursuant to Rule 457(h) under the Securities Act.
        With respect to the 1,307,189 shares of common stock available for
        future issuance under the Plans for which the price at which options to
        be granted in the future is not currently determined, the estimated
        Proposed Maximum Offering Price Per Share was determined pursuant to
        Rule 457(c) under the Securities Act to be equal to the average between
        the ask and bid price reported in the Nasdaq National Market on June 12,
        2000, which average was 26.21875.
2
                                     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, 1999, filed pursuant to Section 13(a) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act") on
            December 23, 1999.

        (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            December 31, 1999 as filed pursuant to Section 13(a) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act") on
            February 12, 2000.

        (c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2000 as filed pursuant to Section 13(a) of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act") on May 15,
            2000.

        (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
3
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
4
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
5
                                   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 19, 2000.

                                       SILICON VALLEY GROUP, INC.

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

                                      II-4
6

                                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 19, 2000
--------------------------------------------     Officer
    Papken S. Der Torossian

    /s/ WILLIAM A. HIGHTOWER                     Director, President and Chief       June 19, 2000
--------------------------------------------     Operating Officer
    William A. Hightower

    /s/ RUSSELL G. WEINSTOCK                     Vice President Finance, Chief       June 19, 2000
--------------------------------------------     Financial Officer and
    Russell G. Weinstock                         Assistant Secretary (Principal
                                                 Financial and Accounting
                                                 Officer)

    /s/ MICHAEL J. ATTARDO                       Director                            June 19, 2000
--------------------------------------------
    Michael J. Attardo

    /s/ WILLIAM L. MARTIN                        Director                            June 19, 2000
--------------------------------------------
    William L. Martin

    /s/ NAM P. SUH                               Director                            June 19, 2000
--------------------------------------------
    Nam P. Suh

    /s/ LAWRENCE TOMLINSON                       Director                            June 19, 2000
--------------------------------------------
    Lawrence Tomlinson
II-5
7
                                INDEX TO EXHIBITS
EXHIBIT NUMBER                          EXHIBIT DOCUMENT
   --------------                          ----------------
4.1*          1998 Non Statutory Stock Option Plan

        4.2*          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)
----------
*   Previously filed as an Exhibit to Registration Statement on Form S-8 (File
    No. 333-80079) declared effective on June 4, 1999, and incorporated herein
    by reference.