<PAGE>   1
 
                                            REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                          KLA INSTRUMENTS CORPORATION
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                                      <C>
                        DELAWARE                                                04-2564110
              (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER IDENTIFICATION NO.)
            OF INCORPORATION OR ORGANIZATION)
</TABLE>
 
                                 160 RIO ROBLES
                           SAN JOSE, CALIFORNIA 95134
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)
 
               KLA INSTRUMENTS CORPORATION 1982 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                                  KENNETH LEVY
                            CHIEF EXECUTIVE OFFICER
                          KLA INSTRUMENTS CORPORATION
                                 160 RIO ROBLES
                           SAN JOSE, CALIFORNIA 95134
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: 408/434-4200
 
                            ------------------------
 
     This registration statement, including all exhibits and attachments,
contains 9 pages. The exhibit index may be found on page 6 of the consecutively
numbered pages of the registration statement.
 
     This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
 
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                         <C>              <C>              <C>               <C>
- --------------------------------------------------------------------------------
                                             PROPOSED MAXIMUM  PROPOSED MAXIMUM
TITLE OF SECURITIES           AMOUNT TO BE    OFFERING PRICE      AGGREGATE         AMOUNT OF
TO BE REGISTERED               REGISTERED        PER SHARE      OFFERING PRICE  REGISTRATION FEE
</TABLE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                         <C>              <C>              <C>               <C>
Par Value $0.001 Common
  Stock.....................     2,200,000       $30.88(1)      $67,936,000.00     $23,426.37
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The price is based upon the average of the high and low
    prices of the Common Stock on April 25, 1996 as reported on the National
    Association of Securities Dealers Automated Quotations System.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
     KLA Instruments Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:
 
          (a) The Company's latest annual report on Form 10-K filed pursuant to
     Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), containing audited financial statements for the
     Company's latest fiscal year as filed with the Commission.
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the latest fiscal year covered by the
     document referred to in (a) above.
 
          (c) The description of the Company's Common Stock contained in the
     Company's Registration Statement on Form 8-A filed under the Exchange Act,
     including any amendment or report filed for the purpose of updating such
     description.
 
     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
 
ITEM 4.  DESCRIPTION OF SECURITIES
 
     The class of securities to be offered is registered under Section 12 of the
Exchange Act.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Inapplicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
or alleged breach of the directors' "duty of care." While the relevant statute
does not change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.
 
     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The By-Laws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
     Inapplicable.
 
ITEM 8.  EXHIBITS
 
     See Exhibit Index.
 
                                        2
<PAGE>   3
 
ITEM 9.  UNDERTAKINGS
 
     (a) Rule 415 Offering
 
     The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act 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) Filing incorporating subsequent Exchange Act documents by reference
 
     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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (h) Request for acceleration of effective date or filing of registration
         statement on Form S-8
 
     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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                        3
<PAGE>   4
 
                                   SIGNATURE
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on April 26, 1996.
 
                                          KLA INSTRUMENTS CORPORATION
 
                                          By: /s/  KENNETH LEVY
 
                                            ------------------------------------
                                            Kenneth Levy,
                                            Chief Executive Officer
 
                                        4
<PAGE>   5
 
                               POWER OF ATTORNEY
 
     The officers and directors of KLA Instruments Corporation whose signatures
appear below, hereby constitute and appoint Kenneth Levy and Kenneth L.
Schroeder, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on April 26, 1996.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                        TITLE
- ---------------------------------------------  ----------------------------------------------
<C>                                            <S>
              /s/  KENNETH LEVY                Chief Executive Officer, Director and Chairman
- ---------------------------------------------  of the Board (Principal Executive Officer)
                Kenneth Levy
          /s/  KENNETH L. SCHROEDER            President, Chief Operating Officer and
- ---------------------------------------------  Director
            Kenneth L. Schroeder
           /s/  ROBERT J. BOEHLKE              Vice President, Administration and Finance and
- ---------------------------------------------  Chief Financial Officer (Principal Financial
              Robert J. Boehlke                and Accounting Officer)
           /s/  EDWARD W. BARNHOLT             Director
- ---------------------------------------------
             Edward W. Barnholt
           /s/  LEO J. CHAMBERLAIN             Director
- ---------------------------------------------
             Leo J. Chamberlain
          /s/  ROBERT E. LORENZINI             Director
- ---------------------------------------------
             Robert E. Lorenzini
              /s/  YOSHIO NISHI                Director
- ---------------------------------------------
                Yoshio Nishi
           /s/  SAMUEL RUBINOVITZ              Director
- ---------------------------------------------
              Samuel Rubinovitz
             /s/  DAG TELLEFSEN                Director
- ---------------------------------------------
                Dag Tellefsen
</TABLE>
 
                                        5
<PAGE>   6
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                  SEQUENTIALLY
                                                                                  NUMBERED PAGE
                                                                                  -------------
<C>    <S>                                                                        <C>
 4.1   Certificate of Incorporation, as amended, of the Company is
       incorporated by reference to Exhibit 3.1 to the Company's registration
       statement on Form S-3, dated February 2, 1994 (Commission File No.
       0-9992)................................................................          --
 4.2   Bylaws, as amended, of the Company are incorporated by reference to
       Exhibit 3.2 to the Company's registration statement on Form S-3, dated
       February 2, 1994 (Commission File No. 0-9992)..........................          --
 4.3   Amended and Restated Rights Agreement dated as of August 30, 1995
       between the Company and The First National Bank of Boston, as Rights
       Agent, is incorporated by reference to the Company's report on Form
       8-A/A Amendment No. 1 to the Registration Statement on Form 8-A (filed
       September 25, 1995, Commission File No. 0-9992)).......................          --
 5     Opinion re legality....................................................          --
23.1   Consent of Counsel (included in Exhibit 5).............................          --
23.2   Consent of Independent Accountants.....................................          --
24     Power of Attorney (included in signature pages to this registration
       statement).............................................................          --
</TABLE>
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{"company-data": {"conformed-name": "KLA INSTRUMENTS CORP", "cik": "0000319201", "assigned-sic": "3825", "irs-number": "042564110", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03003", "film-number": "96553994"}, "business-address": {"street1": "160 RIO ROBLES", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084344200"}, "mail-address": {"street1": "160 RIO ROBLES", "city": "SAN JOSE", "state": "CA", "zip": "95161-9055"}}
1
 
                                            REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                          KLA INSTRUMENTS CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                                04-2564110
              (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER IDENTIFICATION NO.)
            OF INCORPORATION OR ORGANIZATION)
160 RIO ROBLES
                           SAN JOSE, CALIFORNIA 95134
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)
 
               KLA INSTRUMENTS CORPORATION 1982 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                                  KENNETH LEVY
                            CHIEF EXECUTIVE OFFICER
                          KLA INSTRUMENTS CORPORATION
                                 160 RIO ROBLES
                           SAN JOSE, CALIFORNIA 95134
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: 408/434-4200
 
                            ------------------------
 
     This registration statement, including all exhibits and attachments,
contains 9 pages. The exhibit index may be found on page 6 of the consecutively
numbered pages of the registration statement.
 
     This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
 
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                             PROPOSED MAXIMUM  PROPOSED MAXIMUM
TITLE OF SECURITIES           AMOUNT TO BE    OFFERING PRICE      AGGREGATE         AMOUNT OF
TO BE REGISTERED               REGISTERED        PER SHARE      OFFERING PRICE  REGISTRATION FEE
- --------------------------------------------------------------------------------
Par Value $0.001 Common
  Stock.....................     2,200,000       $30.88(1)      $67,936,000.00     $23,426.37
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. The price is based upon the average of the high and low
    prices of the Common Stock on April 25, 1996 as reported on the National
    Association of Securities Dealers Automated Quotations System.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
     KLA Instruments Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:
 
          (a) The Company's latest annual report on Form 10-K filed pursuant to
     Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), containing audited financial statements for the
     Company's latest fiscal year as filed with the Commission.
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the latest fiscal year covered by the
     document referred to in (a) above.
 
          (c) The description of the Company's Common Stock contained in the
     Company's Registration Statement on Form 8-A filed under the Exchange Act,
     including any amendment or report filed for the purpose of updating such
     description.
 
     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
 
ITEM 4.  DESCRIPTION OF SECURITIES
 
     The class of securities to be offered is registered under Section 12 of the
Exchange Act.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Inapplicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
or alleged breach of the directors' "duty of care." While the relevant statute
does not change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.
 
     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The By-Laws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
     Inapplicable.
 
ITEM 8.  EXHIBITS
 
     See Exhibit Index.
 
                                        2
3
 
ITEM 9.  UNDERTAKINGS
 
     (a) Rule 415 Offering
 
     The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act 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) Filing incorporating subsequent Exchange Act documents by reference
 
     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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (h) Request for acceleration of effective date or filing of registration
         statement on Form S-8
 
     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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                        3
4
 
                                   SIGNATURE
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on April 26, 1996.
 
                                          KLA INSTRUMENTS CORPORATION
 
                                          By: /s/  KENNETH LEVY
 
                                            ------------------------------------
                                            Kenneth Levy,
                                            Chief Executive Officer
 
                                        4
5
 
                               POWER OF ATTORNEY
 
     The officers and directors of KLA Instruments Corporation whose signatures
appear below, hereby constitute and appoint Kenneth Levy and Kenneth L.
Schroeder, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on April 26, 1996.
SIGNATURE                                        TITLE
- ---------------------------------------------  ----------------------------------------------
/s/  KENNETH LEVY                Chief Executive Officer, Director and Chairman
- ---------------------------------------------  of the Board (Principal Executive Officer)
                Kenneth Levy
          /s/  KENNETH L. SCHROEDER            President, Chief Operating Officer and
- ---------------------------------------------  Director
            Kenneth L. Schroeder
           /s/  ROBERT J. BOEHLKE              Vice President, Administration and Finance and
- ---------------------------------------------  Chief Financial Officer (Principal Financial
              Robert J. Boehlke                and Accounting Officer)
           /s/  EDWARD W. BARNHOLT             Director
- ---------------------------------------------
             Edward W. Barnholt
           /s/  LEO J. CHAMBERLAIN             Director
- ---------------------------------------------
             Leo J. Chamberlain
          /s/  ROBERT E. LORENZINI             Director
- ---------------------------------------------
             Robert E. Lorenzini
              /s/  YOSHIO NISHI                Director
- ---------------------------------------------
                Yoshio Nishi
           /s/  SAMUEL RUBINOVITZ              Director
- ---------------------------------------------
              Samuel Rubinovitz
             /s/  DAG TELLEFSEN                Director
- ---------------------------------------------
                Dag Tellefsen
5
6
 
                                 EXHIBIT INDEX
SEQUENTIALLY
                                                                                  NUMBERED PAGE
                                                                                  -------------
4.1   Certificate of Incorporation, as amended, of the Company is
       incorporated by reference to Exhibit 3.1 to the Company's registration
       statement on Form S-3, dated February 2, 1994 (Commission File No.
       0-9992)................................................................          --
 4.2   Bylaws, as amended, of the Company are incorporated by reference to
       Exhibit 3.2 to the Company's registration statement on Form S-3, dated
       February 2, 1994 (Commission File No. 0-9992)..........................          --
 4.3   Amended and Restated Rights Agreement dated as of August 30, 1995
       between the Company and The First National Bank of Boston, as Rights
       Agent, is incorporated by reference to the Company's report on Form
       8-A/A Amendment No. 1 to the Registration Statement on Form 8-A (filed
       September 25, 1995, Commission File No. 0-9992)).......................          --
 5     Opinion re legality....................................................          --
23.1   Consent of Counsel (included in Exhibit 5).............................          --
23.2   Consent of Independent Accountants.....................................          --
24     Power of Attorney (included in signature pages to this registration
       statement).............................................................          --