<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2001
                          REGISTRATION NO. 333- ______



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                              CONNETICS CORPORATION
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                         <C>
        DELAWARE                                         94-3173928
(State of incorporation)                    (I.R.S. Employer Identification No.)
</TABLE>

                             3400 WEST BAYSHORE ROAD
                               PALO ALTO, CA 94303
                    (Address of principal executive offices)

                                STOCK PLAN (2000)
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                THOMAS G. WIGGANS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CONNETICS CORPORATION
                             3400 WEST BAYSHORE ROAD
                               PALO ALTO, CA 94303
                                 (650) 843-2800
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                              Brian V. Caid, Esq.
                            Morrison & Foerster LLP
                       370 Seventeenth Street, Suite 5200
                                Denver, CO 80202
                                 (303) 592-2253


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                           AMOUNT TO BE            PROPOSED MAXIMUM        PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES TO     REGISTERED (1)          OFFERING PRICE PER      AGGREGATE OFFERING      REGISTRATION FEE
BE REGISTERED                                      SHARE (2)               PRICE (2)
- -------------------------------------------------------------------------------------------------------------------
<S>                        <C>                          <C>                 <C>                     <C>
Common Stock,
$0.001 par value,
to be issued under:

Stock Plan (2000)          892,149 shares               $5.03(3)           $4,487,509.40             $1,121.88

1995 Employee Stock        148,591 shares               $5.03(3)             $747,412.73               $186.86
Purchase Plan
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
common stock which become issuable under any of the referenced plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration, which results in an increase in
the number of the Registrant's outstanding shares of common stock.

(2)  Estimated solely for the purpose of determining the registration fee.

(3)  Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
Act. Based on the average the high and low prices of the Registrant's common
stock as reported on The Nasdaq National Market on March 28, 2001.
<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby incorporated
by reference into this Registration Statement:

     a.   Connetics' Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, filed with the Commission on April 2, 2001 (File
          No. 0-27406).

     b.   Connetics' Current Report on Form 8-K dated March 20, 2001, filed with
          the Commission on April 2, 2001 (File No. 0-27406).

     c.   The description of Connetics' common stock set forth in the
          Registration Statement on Form 8-A filed with the Commission on
          December 8, 1995, including any amendment thereto or report filed for
          the purpose of updating such description (File No. 0-27406).

     d.   The description of the Connetics Preferred Share Purchase Rights set
          forth in the Registration Statement on Form 8-A filed with the
          Commission on May 23, 1997, including any amendment thereto or report
          filed for the purpose of updating such description (File No. 0-27406).


     All reports and other documents filed by Connetics pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part of
this Registration Statement from the date such documents are filed. Any
statement contained in a document incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement (or in any other subsequently filed document which also
is incorporated by reference herein) modifies or supersedes such statement. Any
such statement so

                                       2

<PAGE>   3

modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Section 145 of the Delaware General Corporation Law provides that under
certain circumstances a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at its
request in such capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

     Article IX of Connetics' Amended and Restated Certificate of Incorporation
and Article VII, Section 6 of its Bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by law. In addition, Connetics has entered into Indemnification Agreements with
its officers and directors and maintains director and officer liability
insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

ITEM 8. EXHIBITS. See Index to Exhibits (page 7).

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

                                       3

<PAGE>   4


     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.


                                       4

<PAGE>   5

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California.


                                        Connetics Corporation
                                        a Delaware corporation

                                        By: /s/ John L. Higgins
                                            ------------------------------------
                                            John L. Higgins
                                            Executive Vice President, Finance
                                            and Administration and Chief
                                            Financial Officer

Date: March 29, 2001


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Katrina J. Church and John L. Higgins, jointly and
severally, his attorneys-in-fact and agents, each with the power of substitution
and resubstitution, for him and in his name, place or stead, in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
each attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he or she might or could do in person, and ratifying and
confirming all that the attorney-in-facts and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE                           TITLE                                                         DATE
- --------------------------------    ----------------------------------------------------------    ---------------
<S>                                 <C>                                                            <C>
/s/ Thomas G. Wiggans               PRINCIPAL EXECUTIVE OFFICER:                                   March 29, 2001
- --------------------------------    President, Chief Executive Officer, and Director
Thomas G. Wiggans

/s/ John L. Higgins                 PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:                    March 29, 2001
- -------------------------------     Executive Vice President, Finance & Administration and
John L. Higgins                     Chief Financial Officer
</TABLE>


                                       5

<PAGE>   6

<TABLE>
<S>                                 <C>                                                            <C>
/s/ G. Kirk Raab                    CHAIRMAN OF THE BOARD AND DIRECTOR                             March 29, 2001
- -------------------------------
G. Kirk Raab


/s/ Alexander E. Barkas             DIRECTOR                                                       March 29, 2001
- -------------------------------
Alexander E. Barkas


/s/ Eugene A. Bauer                 DIRECTOR                                                       March 29, 2001
- -------------------------------
Eugene A. Bauer


/s/ Brian H. Dovey                  DIRECTOR                                                       March 29, 2001
- -------------------------------
Brian H. Dovey


/s/ John C. Kane                    DIRECTOR                                                       March 29, 2001
- -------------------------------
John C. Kane


/s/ Thomas D. Kiley                 DIRECTOR                                                       March 29, 2001
- -------------------------------
Thomas D. Kiley


/s/ Glenn A. Oclassen               DIRECTOR                                                       March 29, 2001
- -------------------------------
Glenn A. Oclassen


/s/ Leon E. Panetta                 DIRECTOR                                                       March 29, 2001
- -------------------------------
Leon E. Panetta
</TABLE>


                                       6

<PAGE>   7


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER
- -------
  <S>            <C>
   4.1           Stock Plan (2000) (incorporated herein by reference to Exhibit 4.4 to  Registration
                 Statement on Form S-8 filed with the Commission on August 13, 1999, File No.
                 333-85155)

   4.2           1995 Employee Stock Purchase Plan (incorporated  by reference to Exhibit 4.1 to
                 Registration Statement on Form S-8 filed with the Commission on September 25,
                 2000, File No. 333-46562)

   5.1           Opinion of Morrison & Foerster LLP

  23.1           Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

  23.2           Consent of Ernst & Young LLP, Independent Auditors

  24.1           Power of Attorney (see page 5)
</TABLE>


                                       7
[{"type": "S-8", "sequence": "1", "filename": "f70032s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15956}]
{"company-data": {"conformed-name": "CONNETICS CORP", "cik": "0001004960", "assigned-sic": "2834", "irs-number": "943173928", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-58146", "film-number": "1592032"}, "business-address": {"street1": "3400 W BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4158432800"}, "mail-address": {"street1": "3400 W BAYSHORE RD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "former-company": {"former-conformed-name": "CONNECTIVE THERAPEUTICS INC", "date-changed": "19951214"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2001
                          REGISTRATION NO. 333- ______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              CONNETICS CORPORATION
             (Exact name of Registrant as specified in its charter)
DELAWARE                                         94-3173928
(State of incorporation)                    (I.R.S. Employer Identification No.)
3400 WEST BAYSHORE ROAD
                               PALO ALTO, CA 94303
                    (Address of principal executive offices)

                                STOCK PLAN (2000)
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                THOMAS G. WIGGANS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CONNETICS CORPORATION
                             3400 WEST BAYSHORE ROAD
                               PALO ALTO, CA 94303
                                 (650) 843-2800
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                              Brian V. Caid, Esq.
                            Morrison & Foerster LLP
                       370 Seventeenth Street, Suite 5200
                                Denver, CO 80202
                                 (303) 592-2253

                         CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
                           AMOUNT TO BE            PROPOSED MAXIMUM        PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES TO     REGISTERED (1)          OFFERING PRICE PER      AGGREGATE OFFERING      REGISTRATION FEE
BE REGISTERED                                      SHARE (2)               PRICE (2)
- -------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.001 par value,
to be issued under:

Stock Plan (2000)          892,149 shares               $5.03(3)           $4,487,509.40             $1,121.88

1995 Employee Stock        148,591 shares               $5.03(3)             $747,412.73               $186.86
Purchase Plan
(1)  This Registration Statement shall also cover any additional shares of
common stock which become issuable under any of the referenced plans being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration, which results in an increase in
the number of the Registrant's outstanding shares of common stock.

(2)  Estimated solely for the purpose of determining the registration fee.

(3)  Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
Act. Based on the average the high and low prices of the Registrant's common
stock as reported on The Nasdaq National Market on March 28, 2001.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby incorporated
by reference into this Registration Statement:

     a.   Connetics' Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, filed with the Commission on April 2, 2001 (File
          No. 0-27406).

     b.   Connetics' Current Report on Form 8-K dated March 20, 2001, filed with
          the Commission on April 2, 2001 (File No. 0-27406).

     c.   The description of Connetics' common stock set forth in the
          Registration Statement on Form 8-A filed with the Commission on
          December 8, 1995, including any amendment thereto or report filed for
          the purpose of updating such description (File No. 0-27406).

     d.   The description of the Connetics Preferred Share Purchase Rights set
          forth in the Registration Statement on Form 8-A filed with the
          Commission on May 23, 1997, including any amendment thereto or report
          filed for the purpose of updating such description (File No. 0-27406).

     All reports and other documents filed by Connetics pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part of
this Registration Statement from the date such documents are filed. Any
statement contained in a document incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement (or in any other subsequently filed document which also
is incorporated by reference herein) modifies or supersedes such statement. Any
such statement so

                                       2
3

modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Section 145 of the Delaware General Corporation Law provides that under
certain circumstances a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at its
request in such capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

     Article IX of Connetics' Amended and Restated Certificate of Incorporation
and Article VII, Section 6 of its Bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by law. In addition, Connetics has entered into Indemnification Agreements with
its officers and directors and maintains director and officer liability
insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

ITEM 8. EXHIBITS. See Index to Exhibits (page 7).

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.

                                       3
4

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                       4
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California.

                                        Connetics Corporation
                                        a Delaware corporation

                                        By: /s/ John L. Higgins
                                            ------------------------------------
                                            John L. Higgins
                                            Executive Vice President, Finance
                                            and Administration and Chief
                                            Financial Officer

Date: March 29, 2001

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Katrina J. Church and John L. Higgins, jointly and
severally, his attorneys-in-fact and agents, each with the power of substitution
and resubstitution, for him and in his name, place or stead, in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
each attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as he or she might or could do in person, and ratifying and
confirming all that the attorney-in-facts and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                           TITLE                                                         DATE
- --------------------------------    ----------------------------------------------------------    ---------------
/s/ Thomas G. Wiggans               PRINCIPAL EXECUTIVE OFFICER:                                   March 29, 2001
- --------------------------------    President, Chief Executive Officer, and Director
Thomas G. Wiggans

/s/ John L. Higgins                 PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:                    March 29, 2001
- -------------------------------     Executive Vice President, Finance & Administration and
John L. Higgins                     Chief Financial Officer
5
6
/s/ G. Kirk Raab                    CHAIRMAN OF THE BOARD AND DIRECTOR                             March 29, 2001
- -------------------------------
G. Kirk Raab

/s/ Alexander E. Barkas             DIRECTOR                                                       March 29, 2001
- -------------------------------
Alexander E. Barkas

/s/ Eugene A. Bauer                 DIRECTOR                                                       March 29, 2001
- -------------------------------
Eugene A. Bauer

/s/ Brian H. Dovey                  DIRECTOR                                                       March 29, 2001
- -------------------------------
Brian H. Dovey

/s/ John C. Kane                    DIRECTOR                                                       March 29, 2001
- -------------------------------
John C. Kane

/s/ Thomas D. Kiley                 DIRECTOR                                                       March 29, 2001
- -------------------------------
Thomas D. Kiley

/s/ Glenn A. Oclassen               DIRECTOR                                                       March 29, 2001
- -------------------------------
Glenn A. Oclassen

/s/ Leon E. Panetta                 DIRECTOR                                                       March 29, 2001
- -------------------------------
Leon E. Panetta
6
7

                                INDEX TO EXHIBITS
EXHIBIT
 NUMBER
- -------
4.1           Stock Plan (2000) (incorporated herein by reference to Exhibit 4.4 to  Registration
                 Statement on Form S-8 filed with the Commission on August 13, 1999, File No.
                 333-85155)

   4.2           1995 Employee Stock Purchase Plan (incorporated  by reference to Exhibit 4.1 to
                 Registration Statement on Form S-8 filed with the Commission on September 25,
                 2000, File No. 333-46562)

   5.1           Opinion of Morrison & Foerster LLP

  23.1           Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

  23.2           Consent of Ernst & Young LLP, Independent Auditors

  24.1           Power of Attorney (see page 5)
7