As filed with the Securities and Exchange Commission on May 23, 1997
                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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



                                 SMC CORPORATION
             (Exact name of registrant as specified in its charter)



              OREGON                                      93-0939076
   (State or other jurisdiction                         (IRS Employer
 of incorporation or organization)                    Identification No.)

     30725 Diamond Hill Road
       Harrisburg, Oregon                                    97446
      (Address of Principal                                (Zip Code)
        Executive Offices)



                                 SMC Corporation
                            1994 Stock Incentive Plan
                              (Full title of plan)

                               Paul M. Brown, Jr.
             Sr. Vice President-Finance and Chief Financial Officer
                                 SMC Corporation
                             30725 Diamond Hill Road
                              Harrisburg, OR 97446
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 995-8214

                                    Copy to:

                                Robert J. Moorman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
                                                Proposed      Proposed       Amount
                                                Maximum       Maximum        of
                         Amount                 Offering      Aggregate      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             1,389,436 Shares         $11.50      $10,870,285    $3,294
-------------------------------------------------------------------------------------
<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, 890,000 shares are subject to options with an aggregate
     exercise price of $7,093,300. The calculation of the registration fee for
     the balance of the shares is based on $7.5625, which was the average of the
     high and low prices of the Common Stock on May 19, 1997 as reported by
     Nasdaq.

</FN>
</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.

     The following documents filed by SMC Corporation (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 statements 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.


                                      II-1

<PAGE>

Item 6.   Indemnification of Directors and Officers.

     Article IV of the Company's Restated Articles of Incorporation (the
"Articles"), requires indemnification of current or former directors of the
Company to the fullest extent not prohibited by the Oregon Business Corporation
Act (the "Act"). Article V of the Company's Restated Bylaws (the "Bylaws")
permits indemnification of officers to the fullest extent not prohibited by the
Act. The effects of the Articles, Bylaws and the Act (the "Indemnification
Provisions") are summarized as follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement 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, 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 an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit 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 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 Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms 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 Company may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of


                                      II-2

<PAGE>




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.

Item 8.   Exhibits.

          4.1  Restated Articles of Incorporation of the Company (incorporated
               by reference to Exhibit 3.1 to the Company's Registration
               Statement on Form S-1, File No. 33-85780, (the "1995 S-1").

          4.2  Restated Bylaws of the Company (incorporated by reference to
               Exhibit 3.2 to the 1995 S-1).

          5.1  Opinion of Stoel Rives LLP.

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).

          24.1 Powers of Attorney.

Item 9.   Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus

                                      II-3

<PAGE>


               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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 Section 15(d) of the Securities Exchange Act of
     1934 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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
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.

                                      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 Harrisburg, State of Oregon, on May 22, 1997.

                              SMC CORPORATION


                              By  PAUL M. BROWN, JR.
                                ------------------------------------------
                                Paul M. Brown, Jr., Sr. Vice President-Finance
                                and Chief Financial Officer

     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 this 22nd day of May, 1997.

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

*MATHEW M. PERLOT                       
-----------------------------------     Chairman, President,
Mathew M. Perlot                        Chief Executive Officer and Director



 PAUL M. BROWN, JR.                     
-----------------------------------     Sr. Vice President-Finance
Paul M. Brown, Jr.                      and Chief Financial and Accounting 
                                        Officer


*LAWRENCE S. BLACK                      
-----------------------------------     Director
Lawrence S. Black



*CURTIS W. LAWLER                       
-----------------------------------     Director
Curtis W. Lawler



*L. MICHAEL CARY                        
-----------------------------------     Director
L. Michael Cary




                                      II-5

<PAGE>




*CONNIE M. PERLOT                       
-----------------------------------     Director
Connie M. Perlot


*MILTON L. RAY                          
-----------------------------------     Director
Milton L. Ray



*JIM L. TRAUGHBER                       
-----------------------------------     Director
Jim L. Traughber



               *By  PAUL M. BROWN, JR.
                  -------------------------------------
                  Paul M. Brown, Jr., Attorney-in-fact


                                      II-6


<PAGE>



                                  EXHIBIT INDEX


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

4.1            Restated Articles of Incorporation; incorporated by reference to
               Exhibit 3.1 to the Company's Registration Statement on Form S-1,
               File No. 33-85780 (the "1995 S-1");

4.2            Restated Bylaws of the Company (incorporated by reference to
               Exhibit 3.2 to the 1995 S-1).

5.1            Opinion of Stoel Rives LLP.

23.1           Consent of Price Waterhouse LLP.

23.2           Consent of Stoel Rives LLP (see Exhibit 5.1).

24.1           Powers of Attorney.



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16621}]
{"company-data": {"conformed-name": "SMC CORP", "cik": "0000932129", "assigned-sic": "3711", "irs-number": "930939076", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27713", "film-number": "97613586"}, "business-address": {"street1": "30725 DIAMOND HILL RD", "street2": "P O BOX 740", "city": "HARRISBURG", "state": "OR", "zip": "97446", "phone": "5039958214"}, "mail-address": {"street1": "30725 DIAMOND HILL ROAD", "street2": "P O BOX 740", "city": "HARRISBURG", "state": "OR", "zip": "97446"}}
As filed with the Securities and Exchange Commission on May 23, 1997
                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 SMC CORPORATION
             (Exact name of registrant as specified in its charter)

              OREGON                                      93-0939076
   (State or other jurisdiction                         (IRS Employer
 of incorporation or organization)                    Identification No.)

     30725 Diamond Hill Road
       Harrisburg, Oregon                                    97446
      (Address of Principal                                (Zip Code)
        Executive Offices)

                                 SMC Corporation
                            1994 Stock Incentive Plan
                              (Full title of plan)

                               Paul M. Brown, Jr.
             Sr. Vice President-Finance and Chief Financial Officer
                                 SMC Corporation
                             30725 Diamond Hill Road
                              Harrisburg, OR 97446
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 995-8214

                                    Copy to:

                                Robert J. Moorman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
                                                Proposed      Proposed       Amount
                                                Maximum       Maximum        of
                         Amount                 Offering      Aggregate      Regis-
Title of Securities      to Be                  Price Per     Offering       tration
to Be Registered         Registered             Share(1)      Price(1)       Fee
-------------------      ----------             ---------     ---------      --------
Common Stock             1,389,436 Shares         $11.50      $10,870,285    $3,294
-------------------------------------------------------------------------------------
(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, 890,000 shares are subject to options with an aggregate
     exercise price of $7,093,300. The calculation of the registration fee for
     the balance of the shares is based on $7.5625, which was the average of the
     high and low prices of the Common Stock on May 19, 1997 as reported by
     Nasdaq.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.

     The following documents filed by SMC Corporation (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 statements 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.

                                      II-1
Item 6.   Indemnification of Directors and Officers.

     Article IV of the Company's Restated Articles of Incorporation (the
"Articles"), requires indemnification of current or former directors of the
Company to the fullest extent not prohibited by the Oregon Business Corporation
Act (the "Act"). Article V of the Company's Restated Bylaws (the "Bylaws")
permits indemnification of officers to the fullest extent not prohibited by the
Act. The effects of the Articles, Bylaws and the Act (the "Indemnification
Provisions") are summarized as follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement 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, 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 an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit 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 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 Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms 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 Company may obtain insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of

                                      II-2
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.

Item 8.   Exhibits.

          4.1  Restated Articles of Incorporation of the Company (incorporated
               by reference to Exhibit 3.1 to the Company's Registration
               Statement on Form S-1, File No. 33-85780, (the "1995 S-1").

          4.2  Restated Bylaws of the Company (incorporated by reference to
               Exhibit 3.2 to the 1995 S-1).

          5.1  Opinion of Stoel Rives LLP.

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Stoel Rives LLP (see Exhibit 5.1).

          24.1 Powers of Attorney.

Item 9.   Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus

                                      II-3
filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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 Section 15(d) of the Securities Exchange Act of
     1934 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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
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.

                                      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 Harrisburg, State of Oregon, on May 22, 1997.

                              SMC CORPORATION

                              By  PAUL M. BROWN, JR.
                                ------------------------------------------
                                Paul M. Brown, Jr., Sr. Vice President-Finance
                                and Chief Financial Officer

     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 this 22nd day of May, 1997.

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

*MATHEW M. PERLOT                       
-----------------------------------     Chairman, President,
Mathew M. Perlot                        Chief Executive Officer and Director

 PAUL M. BROWN, JR.                     
-----------------------------------     Sr. Vice President-Finance
Paul M. Brown, Jr.                      and Chief Financial and Accounting 
                                        Officer

*LAWRENCE S. BLACK                      
-----------------------------------     Director
Lawrence S. Black

*CURTIS W. LAWLER                       
-----------------------------------     Director
Curtis W. Lawler

*L. MICHAEL CARY                        
-----------------------------------     Director
L. Michael Cary

                                      II-5
*CONNIE M. PERLOT                       
-----------------------------------     Director
Connie M. Perlot

*MILTON L. RAY                          
-----------------------------------     Director
Milton L. Ray

*JIM L. TRAUGHBER                       
-----------------------------------     Director
Jim L. Traughber

               *By  PAUL M. BROWN, JR.
                  -------------------------------------
                  Paul M. Brown, Jr., Attorney-in-fact

                                      II-6
EXHIBIT INDEX

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

4.1            Restated Articles of Incorporation; incorporated by reference to
               Exhibit 3.1 to the Company's Registration Statement on Form S-1,
               File No. 33-85780 (the "1995 S-1");

4.2            Restated Bylaws of the Company (incorporated by reference to
               Exhibit 3.2 to the 1995 S-1).

5.1            Opinion of Stoel Rives LLP.

23.1           Consent of Price Waterhouse LLP.

23.2           Consent of Stoel Rives LLP (see Exhibit 5.1).

24.1           Powers of Attorney.

                                      II-7