As filed with the Securities and Exchange Commission on July 31, 1996
                                                  Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



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




                        PRAEGITZER INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)


             OREGON                                          93-0790158
  (State or other jurisdiction                              (IRS Employer
of incorporation or organization)                         Identification No.)

1270 S.E. MONMOUTH CUT-OFF ROAD
       DALLAS, OREGON                                         97338-9532
   (Address of Principal                                      (Zip Code)
     Executive Offices)


                        PRAEGITZER INDUSTRIES, INC.
                         1995 STOCK INCENTIVE PLAN
                            (Full title of plan)
                            -------------------

                              SCOTT D. GILBERT
                         VICE PRESIDENT OF FINANCE
                        PRAEGITZER INDUSTRIES, INC.
                      1270 S.E. MONMOUTH CUT-OFF ROAD
                           DALLAS, OR 97338-9532
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 623-9273

                                  Copy to:

                             STEPHEN E. BABSON
                              STOEL RIVES LLP
                      900 SW FIFTH AVENUE, SUITE 2300
                        PORTLAND, OREGON 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
                                              Proposed      Proposed
                                              Maximum       Maximum         Amount
                          Amount              Offering      Aggregate       of Regis-
Title of Securities       to Be               Price Per     Offering        tration
to Be Registered          Registered          Share(1)      Price(1)        Fee
- -------------------       ----------          ---------     ---------       ---------
<S>                       <C>                 <C>           <C>             <C>      
Common Stock              1,500,000 Shares    $13.625       $14,496,625     $4,998.84
- -------------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 547,000 shares are subject to options with an
     aggregate exercise price of $11.00 and 105,000 shares are subject to
     options with an aggregate exercise price of $13.625. The calculation
     of the registration fee for the balance of the shares is based on
     $8.3125, which was the average of the high and low prices of the
     Common Stock on July 24, 1996 as reported in The Wall Street Journal
     for Nasdaq National Market issues.
</FN>
</TABLE>
<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by Praegitzer Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

         (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to rule 424(b) under the Securities Act of
     1933 that contains audited financial state ments for the Company's
     latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 since the end of the fiscal year
     covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
     con tained in the Company's registration statement filed under Section
     12 of the Securities Exchange Act of 1934, including any amendment or
     report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
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 herein and to be a part hereof from the date of
the filing of such reports and 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.
         -----------------------------------------

         Article IV of the Registrant's Second Amended and Restated
Articles of Incorporation, as amended (the "Articles"), requires
indemnification of current or former directors of the Registrant to the
fullest extent not prohibited by the Oregon Business Corporation Act (the


                                    II-1
<PAGE>
"Act"). The Act permits or requires indemnification of directors and
officers in certain circumstances. The effects of the Articles and the Act
(the "Indemnification Provisions") are summarized as follows:

         (a) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding (other than an action by or in
the right of the Company), if the person concerned acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the
best interests of the Company, was not adjudged liable on the basis of
receipt of an improper personal benefit and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was
unlawful. The termination of a proceeding by judgment, order, settlement,
conviction or plea of nolo contendere, or its equivalent, is not, of
itself, determinative that the person did not meet the required standards
of conduct.

         (b) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding by or in the right of the
Company against the expenses (including attorney fees) actually and
reasonably incurred if the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Company, except that no right of indemnification will be
granted if the person is adjudged to be liable to the Company.

         (c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.

         (d) Because the limits of permissible indemnification under Oregon
law are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).

         (e) The Registrant may advance to a director or officer the
expenses incurred in defending any proceeding in advance of its final
disposition if the director or officer affirms in writing in good faith
that he or she has met the standard of conduct to be entitled to
indemnification as described in (a) or (b) above and undertakes to repay
any amount advanced if it is determined that the person did not meet the
required standard of conduct.

         The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or directors or otherwise.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not Applicable.


                                    II-2
<PAGE>
Item 8.  Exhibits.
         --------

         4.1   Second Amended and Restated Articles of Incorporation of the
               Company (incorporated by reference to Exhibit 3(i)(a) to the
               Company's Registration Statement on Form S-1, File No.
               333-01228).

         4.2   Bylaws of the Company (incorporated by reference to Exhibit
               3(ii) to the Company's Registration Statement on Form S-1,
               File No. 333-01228).

         5.1   Opinion of Stoel Rives LLP.

         23.1  Consent of Deloitte & Touche LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5.1).

         24.1  Powers of Attorney.

Item 9.  Undertakings.
         ------------

         The undersigned registrant hereby undertakes:

         (a)(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)(1)(ii) do not
         apply if 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
         Sec tion 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.


                                    II-3
<PAGE>
         (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 Company 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 that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the Company 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.


                                    II-4
<PAGE>
                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Dallas, State of Oregon on July
29, 1996.

                                  PRAEGITZER INDUSTRIES, INC.


                                  By  MATTHEW J. BERGERON
                                      ------------------------------------
                                      Matthew J. Bergeron
                                      Senior Vice President, Chief
                                      Financial Officer and Director


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 29, 1996.

      Signature                              Title
      ---------                              -----

* ROBERT L. PRAEGITZER                 President, Chief Executive Officer and
- ----------------------------------     Chairman of the Board
  Robert L. Praegitzer                 (Principal Executive Officer)

  MATTHEW J. BERGERON                  Senior Vice President, Chief Financial
- ----------------------------------     Officer and Director
  Matthew J. Bergeron                  (Principal Financial and Accounting
                                        Officer)

* CHARLES N. HALL                      Senior Vice President and Director
- ----------------------------------
  Charles N. Hall

* ROBERT G. BALDRIDGE                  Senior Vice President and Director
- ----------------------------------
  Robert G. Baldridge

* SALLY PRAEGITZER                     Director
- ----------------------------------
  Sally Praegitzer

* WILLIAM L. HEALEY                    Director
- ----------------------------------
  William L. Healey

* T. L. STEBBINS                       Director
- ----------------------------------
  T. L. Stebbins


* By MATTHEW J. BERGERON
     ----------------------------------
     Matthew J. Bergeron,
     Attorney-in-Fact


                                    II-5
<PAGE>
                                EXHIBIT INDEX


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

4.1         Second Amended and Restated Articles of Incorporation
            of the Company (incorporated by reference to Exhibit 3(i)(a)
            to the Company's Registration Statement on Form S-1,
            File No. 333-01228).

4.2         Bylaws of the Company (incorporated by reference to
            Exhibit 3(ii) to the Company's Registration Statement
            on Form S-1, File No. 333-01228).

5.1         Opinion of Stoel Rives LLP.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1        Powers of Attorney.


                                    II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16329}]
{"company-data": {"conformed-name": "PRAEGITZER INDUSTRIES INC", "cik": "0001007519", "assigned-sic": "3670", "irs-number": "930790158", "state-of-incorporation": "OR", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09319", "film-number": "96602094"}, "business-address": {"street1": "1270 SE MONMOUTH CUT OFF RD", "city": "DALLAS", "state": "OR", "zip": "97338", "phone": "5036239273"}, "mail-address": {"street1": "1270 SE MONMOUTH CUT OFF RD", "city": "DALLAS", "state": "OR", "zip": "97338"}}
As filed with the Securities and Exchange Commission on July 31, 1996
                                                  Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                        PRAEGITZER INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

             OREGON                                          93-0790158
  (State or other jurisdiction                              (IRS Employer
of incorporation or organization)                         Identification No.)

1270 S.E. MONMOUTH CUT-OFF ROAD
       DALLAS, OREGON                                         97338-9532
   (Address of Principal                                      (Zip Code)
     Executive Offices)

                        PRAEGITZER INDUSTRIES, INC.
                         1995 STOCK INCENTIVE PLAN
                            (Full title of plan)
                            -------------------

                              SCOTT D. GILBERT
                         VICE PRESIDENT OF FINANCE
                        PRAEGITZER INDUSTRIES, INC.
                      1270 S.E. MONMOUTH CUT-OFF ROAD
                           DALLAS, OR 97338-9532
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 623-9273

                                  Copy to:

                             STEPHEN E. BABSON
                              STOEL RIVES LLP
                      900 SW FIFTH AVENUE, SUITE 2300
                        PORTLAND, OREGON 97204-1268
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
                                              Proposed      Proposed
                                              Maximum       Maximum         Amount
                          Amount              Offering      Aggregate       of Regis-
Title of Securities       to Be               Price Per     Offering        tration
to Be Registered          Registered          Share(1)      Price(1)        Fee
- -------------------       ----------          ---------     ---------       ---------
Common Stock              1,500,000 Shares    $13.625       $14,496,625     $4,998.84
- -------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 547,000 shares are subject to options with an
     aggregate exercise price of $11.00 and 105,000 shares are subject to
     options with an aggregate exercise price of $13.625. The calculation
     of the registration fee for the balance of the shares is based on
     $8.3125, which was the average of the high and low prices of the
     Common Stock on July 24, 1996 as reported in The Wall Street Journal
     for Nasdaq National Market issues.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by Praegitzer Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:

         (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to rule 424(b) under the Securities Act of
     1933 that contains audited financial state ments for the Company's
     latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 since the end of the fiscal year
     covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
     con tained in the Company's registration statement filed under Section
     12 of the Securities Exchange Act of 1934, including any amendment or
     report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
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 herein and to be a part hereof from the date of
the filing of such reports and 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.
         -----------------------------------------

         Article IV of the Registrant's Second Amended and Restated
Articles of Incorporation, as amended (the "Articles"), requires
indemnification of current or former directors of the Registrant to the
fullest extent not prohibited by the Oregon Business Corporation Act (the

                                    II-1
"Act"). The Act permits or requires indemnification of directors and
officers in certain circumstances. The effects of the Articles and the Act
(the "Indemnification Provisions") are summarized as follows:

         (a) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding (other than an action by or in
the right of the Company), if the person concerned acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the
best interests of the Company, was not adjudged liable on the basis of
receipt of an improper personal benefit and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was
unlawful. The termination of a proceeding by judgment, order, settlement,
conviction or plea of nolo contendere, or its equivalent, is not, of
itself, determinative that the person did not meet the required standards
of conduct.

         (b) The Indemnification Provisions grant a right of
indemnification in respect of any proceeding by or in the right of the
Company against the expenses (including attorney fees) actually and
reasonably incurred if the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Company, except that no right of indemnification will be
granted if the person is adjudged to be liable to the Company.

         (c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.

         (d) Because the limits of permissible indemnification under Oregon
law are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).

         (e) The Registrant may advance to a director or officer the
expenses incurred in defending any proceeding in advance of its final
disposition if the director or officer affirms in writing in good faith
that he or she has met the standard of conduct to be entitled to
indemnification as described in (a) or (b) above and undertakes to repay
any amount advanced if it is determined that the person did not meet the
required standard of conduct.

         The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or directors or otherwise.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not Applicable.

                                    II-2
Item 8.  Exhibits.
         --------

         4.1   Second Amended and Restated Articles of Incorporation of the
               Company (incorporated by reference to Exhibit 3(i)(a) to the
               Company's Registration Statement on Form S-1, File No.
               333-01228).

         4.2   Bylaws of the Company (incorporated by reference to Exhibit
               3(ii) to the Company's Registration Statement on Form S-1,
               File No. 333-01228).

         5.1   Opinion of Stoel Rives LLP.

         23.1  Consent of Deloitte & Touche LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5.1).

         24.1  Powers of Attorney.

Item 9.  Undertakings.
         ------------

         The undersigned registrant hereby undertakes:

         (a)(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)(1)(ii) do not
         apply if 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
         Sec tion 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

                                    II-3
(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 Company 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 that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the Company 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.

                                    II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Dallas, State of Oregon on July
29, 1996.

                                  PRAEGITZER INDUSTRIES, INC.

                                  By  MATTHEW J. BERGERON
                                      ------------------------------------
                                      Matthew J. Bergeron
                                      Senior Vice President, Chief
                                      Financial Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 29, 1996.

      Signature                              Title
      ---------                              -----

* ROBERT L. PRAEGITZER                 President, Chief Executive Officer and
- ----------------------------------     Chairman of the Board
  Robert L. Praegitzer                 (Principal Executive Officer)

  MATTHEW J. BERGERON                  Senior Vice President, Chief Financial
- ----------------------------------     Officer and Director
  Matthew J. Bergeron                  (Principal Financial and Accounting
                                        Officer)

* CHARLES N. HALL                      Senior Vice President and Director
- ----------------------------------
  Charles N. Hall

* ROBERT G. BALDRIDGE                  Senior Vice President and Director
- ----------------------------------
  Robert G. Baldridge

* SALLY PRAEGITZER                     Director
- ----------------------------------
  Sally Praegitzer

* WILLIAM L. HEALEY                    Director
- ----------------------------------
  William L. Healey

* T. L. STEBBINS                       Director
- ----------------------------------
  T. L. Stebbins

* By MATTHEW J. BERGERON
     ----------------------------------
     Matthew J. Bergeron,
     Attorney-in-Fact

                                    II-5
EXHIBIT INDEX

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

4.1         Second Amended and Restated Articles of Incorporation
            of the Company (incorporated by reference to Exhibit 3(i)(a)
            to the Company's Registration Statement on Form S-1,
            File No. 333-01228).

4.2         Bylaws of the Company (incorporated by reference to
            Exhibit 3(ii) to the Company's Registration Statement
            on Form S-1, File No. 333-01228).

5.1         Opinion of Stoel Rives LLP.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1        Powers of Attorney.

                                    II-6