<PAGE>   1
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
                                            REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                     ASPECT TELECOMMUNICATIONS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                              <C>
                   CALIFORNIA                                       94-2974062
          (STATE OF OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
       OF INCORPORATION OR ORGANIZATION)
</TABLE>
 
                                 1730 FOX DRIVE
                        SAN JOSE, CALIFORNIA 95131-2312
                                 (408) 325-2200
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                VOICETEK CORPORATION 1992 EQUITY INCENTIVE PLAN
                  VOICETEK CORPORATION 1996 STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)
 
                               JAMES R. CARREKER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                     ASPECT TELECOMMUNICATIONS CORPORATION
                                 1730 FOX DRIVE
                        SAN JOSE, CALIFORNIA 95131-2312
                                 (408) 325-2200
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                                   COPIES TO:
                                JON E. GAVENMAN
                               VENTURE LAW GROUP
                           A PROFESSIONAL CORPORATION
                              2800 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (650) 854-4488
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<S>                                  <C>                  <C>                  <C>                  <C>
=======================================================================================================================
                                       MAXIMUM AMOUNT      PROPOSED MAXIMUM     PROPOSED MAXIMUM
             TITLE OF                       TO BE           OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
    SECURITIES TO BE REGISTERED         REGISTERED(1)        PER SHARE(2)           PRICE(2)         REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Voicetek Corporation 1992
  Equity Incentive Plan
  Common Stock, $.01 par value.....    256,893 shares           $25.00             $6,422,325            $1,284.47
-----------------------------------------------------------------------------------------------------------------------
Voicetek Corporation 1996
  Stock Option Plan
  Common Stock, $.01 par value.....    184,939 shares           $25.00             $4,623,475             $924.70
=======================================================================================================================
</TABLE>
 
(1) Pursuant to the Agreement and Plan of Merger dated as of April 1, 1998, by
    and among Aspect Telecommunications Corporation, Venus Acquisition
    Corporation, and Voicetek Corporation, the Registrant assumed all of the
    outstanding options to purchase Common Stock of Voicetek Corporation under
    the Voicetek Corporation 1992 Equity Incentive Plan and the Voicetek
    Corporation 1996 Stock Option Plan, and such options became exercisable to
    purchase shares of Registrant's Common Stock, with appropriate adjustments
    to the number of shares and exercise price of each assumed option.
 
(2) Estimated in accordance with Rule 457(h) under the Securities Act solely for
    the purpose of calculating the registration fee. Computation based upon the
    average of the high and the low sale prices of the Common Stock as reported
    in the Nasdaq National Market System on May 18, 1998.
 
================================================================================
<PAGE>   2
 
          PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
 
     (1) The Company's Annual Report on Form 10-K for the year ended December
         31, 1997;
 
     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1998;
 
     (3) The Company's Current Report on Form 8-K filed with the Securities and
         Exchange Commission on February 27, 1998; and
 
     (4) The description of the Company's capital stock contained in its
         Registration Statement on Form 8-A as filed with the Commission on
         March 22, 1990, including any amendment thereto or report filed for the
         purpose of updating such description.
 
     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein 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
 
     Section 317 of the California Corporations Code allows for the
indemnification of officers, directors, and corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Article IV of the
Registrant's Articles of Incorporation and Article VI of the Registrant's Bylaws
provide for indemnification of the Registrant's directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
California Corporations Code. The Registrant has also entered into agreements
with its directors and officers that will require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors to the fullest extent not prohibited by
the law. In addition, the Registrant carries director and officer liability
insurance in the amount of $20 million.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable
 
                                        2
<PAGE>   3
 
ITEM 8. EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               DOCUMENT
-------                              --------
<C>        <S>
   4.1     Articles of Incorporation of the Registrant(1)
   4.2     Bylaws of the Registrant(1)
   4.3     Voicetek Corporation 1992 Equity Incentive Plan
   4.4     Voicetek Corporation 1996 Stock Option Plan
   5.1     Opinion of Venture Law Group, A Professional Corporation
  23.1     Independent Auditors' Consent
  23.2     Consent of Venture Law Group, A Professional Corporation
           (included in Exhibit 5.1 hereto)
  24.1     Power of Attorney (see page 4)
</TABLE>
 
---------------
(1) Incorporated by reference to Registrant's Registration Statement on Form S-8
    (333-38041) filed with the Commission on October 16, 1997.
 
ITEM 9. UNDERTAKINGS
 
     The undersigned Registrant hereby undertakes:
 
          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement 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 purposes of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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 hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
 
                                        3
<PAGE>   4
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Aspect Telecommunications Corporation, a corporation organized and
existing under the laws of the State of California, 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 May 14, 1998.
 
                                          ASPECT TELECOMMUNICATIONS CORPORATION
 
                                          By: /s/ JAMES R. CARREKER
 
                                            ------------------------------------
                                            James R. Carreker,
                                            Chairman and Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Carreker and Eric J. Keller,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, 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 or her substitute or substitutes, may do or cause to
be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
<C>                                                    <S>                                <C>
 
                /s/ JAMES R. CARREKER                  Chairman, Chief Executive Officer  May 14, 1998
-----------------------------------------------------    and Director (Principal
                  James R. Carreker                      Executive Officer)
 
                 /s/ ERIC J. KELLER                    Vice President, Finance and Chief  May 14, 1998
-----------------------------------------------------    Financial Officer (Principal
                   Eric J. Keller                        Financial and Accounting
                                                         Officer)
 
                 /s/ DEBRA J. ENGEL                    Director                           May 14, 1998
-----------------------------------------------------
                   Debra J. Engel
 
               /s/ NORMAN A. FOGELSONG                 Director                           May 14, 1998
-----------------------------------------------------
                 Norman A. Fogelsong
 
               /s/ JAMES L. PATTERSON                  Director                           May 14, 1998
-----------------------------------------------------
                 James L. Patterson
 
                  /s/ JOHN W. PETH                     Director                           May 14, 1998
-----------------------------------------------------
                    John W. Peth
</TABLE>
 
                                        4
<PAGE>   5
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER
    -------
    <C>        <S>                                                           <C>
      4.1      Articles of Incorporation of the Registrant(1)
      4.2      Bylaws of the Registrant(1)
      4.3      Voicetek Corporation 1992 Equity Incentive Plan
      4.4      Voicetek Corporation 1996 Stock Option Plan
      5.1      Opinion of Venture Law Group, A Professional Corporation
     23.1      Independent Auditors' Consent
     23.2      Consent of Venture Law Group, A Professional Corporation
               (contained in Exhibit 5.1)
     24.1      Power of Attorney (see page 4)
</TABLE>
 
---------------
(1) Incorporated by reference to Registrant's Registration Statement on Form S-8
    (333-38041) filed with the Commission on October 16, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15139}]
{"company-data": {"conformed-name": "ASPECT TELECOMMUNICATIONS CORP", "cik": "0000779390", "assigned-sic": "3661", "irs-number": "953962471", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53195", "film-number": "98629276"}, "business-address": {"street1": "1730 FOX DR", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084412200"}, "mail-address": {"street1": "1730 FOX DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
1
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
                                            REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                     ASPECT TELECOMMUNICATIONS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA                                       94-2974062
          (STATE OF OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
       OF INCORPORATION OR ORGANIZATION)
1730 FOX DRIVE
                        SAN JOSE, CALIFORNIA 95131-2312
                                 (408) 325-2200
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                VOICETEK CORPORATION 1992 EQUITY INCENTIVE PLAN
                  VOICETEK CORPORATION 1996 STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)
 
                               JAMES R. CARREKER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                     ASPECT TELECOMMUNICATIONS CORPORATION
                                 1730 FOX DRIVE
                        SAN JOSE, CALIFORNIA 95131-2312
                                 (408) 325-2200
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                                   COPIES TO:
                                JON E. GAVENMAN
                               VENTURE LAW GROUP
                           A PROFESSIONAL CORPORATION
                              2800 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (650) 854-4488
 
                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                       MAXIMUM AMOUNT      PROPOSED MAXIMUM     PROPOSED MAXIMUM
             TITLE OF                       TO BE           OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
    SECURITIES TO BE REGISTERED         REGISTERED(1)        PER SHARE(2)           PRICE(2)         REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Voicetek Corporation 1992
  Equity Incentive Plan
  Common Stock, $.01 par value.....    256,893 shares           $25.00             $6,422,325            $1,284.47
-----------------------------------------------------------------------------------------------------------------------
Voicetek Corporation 1996
  Stock Option Plan
  Common Stock, $.01 par value.....    184,939 shares           $25.00             $4,623,475             $924.70
=======================================================================================================================
(1) Pursuant to the Agreement and Plan of Merger dated as of April 1, 1998, by
    and among Aspect Telecommunications Corporation, Venus Acquisition
    Corporation, and Voicetek Corporation, the Registrant assumed all of the
    outstanding options to purchase Common Stock of Voicetek Corporation under
    the Voicetek Corporation 1992 Equity Incentive Plan and the Voicetek
    Corporation 1996 Stock Option Plan, and such options became exercisable to
    purchase shares of Registrant's Common Stock, with appropriate adjustments
    to the number of shares and exercise price of each assumed option.
 
(2) Estimated in accordance with Rule 457(h) under the Securities Act solely for
    the purpose of calculating the registration fee. Computation based upon the
    average of the high and the low sale prices of the Common Stock as reported
    in the Nasdaq National Market System on May 18, 1998.
 
================================================================================
2
 
          PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
 
     (1) The Company's Annual Report on Form 10-K for the year ended December
         31, 1997;
 
     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1998;
 
     (3) The Company's Current Report on Form 8-K filed with the Securities and
         Exchange Commission on February 27, 1998; and
 
     (4) The description of the Company's capital stock contained in its
         Registration Statement on Form 8-A as filed with the Commission on
         March 22, 1990, including any amendment thereto or report filed for the
         purpose of updating such description.
 
     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein 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
 
     Section 317 of the California Corporations Code allows for the
indemnification of officers, directors, and corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Article IV of the
Registrant's Articles of Incorporation and Article VI of the Registrant's Bylaws
provide for indemnification of the Registrant's directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
California Corporations Code. The Registrant has also entered into agreements
with its directors and officers that will require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors to the fullest extent not prohibited by
the law. In addition, the Registrant carries director and officer liability
insurance in the amount of $20 million.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable
 
                                        2
3
 
ITEM 8. EXHIBITS
EXHIBIT
NUMBER                               DOCUMENT
-------                              --------
4.1     Articles of Incorporation of the Registrant(1)
   4.2     Bylaws of the Registrant(1)
   4.3     Voicetek Corporation 1992 Equity Incentive Plan
   4.4     Voicetek Corporation 1996 Stock Option Plan
   5.1     Opinion of Venture Law Group, A Professional Corporation
  23.1     Independent Auditors' Consent
  23.2     Consent of Venture Law Group, A Professional Corporation
           (included in Exhibit 5.1 hereto)
  24.1     Power of Attorney (see page 4)
---------------
(1) Incorporated by reference to Registrant's Registration Statement on Form S-8
    (333-38041) filed with the Commission on October 16, 1997.
 
ITEM 9. UNDERTAKINGS
 
     The undersigned Registrant hereby undertakes:
 
          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement 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 purposes of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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 hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.
 
                                        3
4
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Aspect Telecommunications Corporation, a corporation organized and
existing under the laws of the State of California, 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 May 14, 1998.
 
                                          ASPECT TELECOMMUNICATIONS CORPORATION
 
                                          By: /s/ JAMES R. CARREKER
 
                                            ------------------------------------
                                            James R. Carreker,
                                            Chairman and Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Carreker and Eric J. Keller,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, 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 or her substitute or substitutes, may do or cause to
be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                      TITLE                    DATE
                      ---------                                      -----                    ----
/s/ JAMES R. CARREKER                  Chairman, Chief Executive Officer  May 14, 1998
-----------------------------------------------------    and Director (Principal
                  James R. Carreker                      Executive Officer)
 
                 /s/ ERIC J. KELLER                    Vice President, Finance and Chief  May 14, 1998
-----------------------------------------------------    Financial Officer (Principal
                   Eric J. Keller                        Financial and Accounting
                                                         Officer)
 
                 /s/ DEBRA J. ENGEL                    Director                           May 14, 1998
-----------------------------------------------------
                   Debra J. Engel
 
               /s/ NORMAN A. FOGELSONG                 Director                           May 14, 1998
-----------------------------------------------------
                 Norman A. Fogelsong
 
               /s/ JAMES L. PATTERSON                  Director                           May 14, 1998
-----------------------------------------------------
                 James L. Patterson
 
                  /s/ JOHN W. PETH                     Director                           May 14, 1998
-----------------------------------------------------
                    John W. Peth
4
5
 
                               INDEX TO EXHIBITS
EXHIBIT
    NUMBER
    -------
4.1      Articles of Incorporation of the Registrant(1)
      4.2      Bylaws of the Registrant(1)
      4.3      Voicetek Corporation 1992 Equity Incentive Plan
      4.4      Voicetek Corporation 1996 Stock Option Plan
      5.1      Opinion of Venture Law Group, A Professional Corporation
     23.1      Independent Auditors' Consent
     23.2      Consent of Venture Law Group, A Professional Corporation
               (contained in Exhibit 5.1)
     24.1      Power of Attorney (see page 4)
---------------
(1) Incorporated by reference to Registrant's Registration Statement on Form S-8
    (333-38041) filed with the Commission on October 16, 1997.