<PAGE>   1
     As filed with the Securities and Exchange Commission on August 21, 1997
                                           Registration No. 333-________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -----------


                                  ODWALLA, INC.
               (Exact name of issuer as specified in its charter)

        CALIFORNIA                                      77-0096788
(State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

              120 STONE PINE ROAD, HALF MOON BAY, CALIFORNIA 94019
               (Address of principal executive offices) (Zip Code)

                                  -----------
                                  ODWALLA, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  -----------
                            D. STEPHEN C. WILLIAMSON
                             CHIEF EXECUTIVE OFFICER
                                  ODWALLA, INC.
              120 STONE PINE ROAD, HALF MOON BAY, CALIFORNIA 94019
                     (Name and address of agent for service)
                                 (415) 726-1888
          (Telephone number, including area code, of agent for service)

                                  -----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                                      Proposed        Proposed
  Title of                                                            Maximum          Maximum
 Securities                        Amount           Offering          Aggregate       Amount of
    to be                           to be             Price           Offering      Registration
 Registered                     Registered(1)     per Share(2)        Price(2)           Fee
 ----------                     -------------     ------------        ---------     -------------
<S>                             <C>               <C>                 <C>           <C>
                                                 
1997 Stock Incentive Plan            
                                                 
Options to Purchase                              
Common Stock:                      1,648,475           N/A               N/A             N/A
                                                 
Common Stock                   1,648,475 shares      $10.0625      $16,587,780         $5,025
</TABLE>

================================================================================
(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 1997 Stock Incentive Plan
       for any reason of any stock dividend, stock split, recapitalization or
       other similar transaction effected without the receipt of consideration
       which results in an increase in the number of the outstanding shares of
       Common Stock of Odwalla, Inc.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low selling prices per share of Common Stock of Odwalla, Inc. on
       August 15, 1997, as reported on the Nasdaq National Market.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

        Odwalla, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's annual report on Form 10-K for the fiscal year
                ended August 31, 1996, filed with the SEC on December 13, 1996;

        (b)     The Registrant's report on Form 8-K filed with the SEC on
                November 5, 1996;

        (c)     The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                quarters ended November 30, 1996, February 28, 1997, and May 31,
                1997, filed with the SEC on January 21, 1997, April 14, 1997,
                and July 15, 1997, respectively; and

        (d)     The Registrant's Registration Statement No. 00-023036 on Form
                8-A filed with the SEC on December 9, 1993 pursuant to Section
                12 of the Securities Exchange Act of 1934, as amended (the "1934
                Act"), in which there is described the terms, rights and
                provisions applicable to the Registrant's outstanding Common
                Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4. Description of Securities

        Not Applicable.


Item 5. Interests of Named Experts and Counsel

        Not Applicable.


<PAGE>   3
Item 6. Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.


Item 7. Exemption from Registration Claimed

        Not Applicable.


                                      II-2.
<PAGE>   4
Item 8. Exhibits

<TABLE>
<CAPTION>
    Number        Exhibit
    ------        -------


<S>               <C>                                                                                         
     4.0          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statement No. 00-023036 on Form 8-A which is incorporated herein by
                  reference pursuant to Item 3(d).
     5.0          Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Price Waterhouse LLP, Independent Accountants.
    23.2          Consent of BDO Seidman, LLP, Independent Certified Public 
                  Accountants.
    23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1          1997 Stock Incentive Plan.
    99.2          Form of Notice of Grant of Stock Option.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement. (Limited Stock Appreciation Right).
    99.5          Form of Addendum to Stock Option Agreement. (Involuntary Termination Following
                  Change in Control).
    99.6          Form of Addendum to Stock Option Agreement.  (Involuntary Termination Following
                  Corporate Transaction).
    99.7          Form of Stock Issuance Agreement.
    99.8          Form of Notice of Grant of Automatic Stock Option (Initial Grant).
    99.9          Form of Notice of Grant of Automatic Stock Option (Annual Grant).
    99.10         Form of Automatic Stock Option Agreement.
</TABLE>


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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (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 Registrant's 1997
Stock Incentive Plan.


                                      II-3.
<PAGE>   5
        B.      The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-4.
<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Half Moon Bay, State of California, on this 14th
day of August, 1997.

                                       ODWALLA, INC.


                                       By: /s/ D. Stephen C. Williamson
                                           -------------------------------------
                                           D. Stephen C. Williamson
                                           Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Odwalla, Inc., a
California corporation, do hereby constitute and appoint D. Stephen C.
Williamson the lawful attorney-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorney and agent determines may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and the undersigned hereby ratifies and confirms that said
attorney and agent shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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


<TABLE>
<CAPTION>
Signature                           Title                               Date
---------                           -----                               ----



<S>                                 <C>                                 <C> 
/s/ D. Stephen C. Williamson        Chief Executive Officer             August 14, 1997
--------------------------------    (Principal Executive Officer)
D. Stephen C. Williamson            
</TABLE>


                                      II-5.
<PAGE>   7
<TABLE>
<CAPTION>
Signature                           Title                               Date
---------                           -----                               ----



<S>                                 <C>                                 <C> 
/s/ Greg A. Steltenpohl             Chairman of the Board               August 14, 1997
--------------------------------
Greg A. Steltenpohl

 
/s/ Martin S. Gans                  Director                            August 14, 1997
--------------------------------
Martin S. Gans



/s/ James R. Steichen               Chief Financial Officer             August 14, 1997
--------------------------------    (Principal Financial and 
James R. Steichen                   Accounting Officer)                           
</TABLE>


                                      II-6.
<PAGE>   8
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
   Number         Exhibit
   ------         -------


<S>               <C>                                                                                         
     4.0          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statement No. 00-023036 on Form 8-A which is incorporated herein by
                  reference pursuant to Item 3(d).
     5.0          Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Price Waterhouse LLP, Independent Accountants.
    23.2          Consent of BDO Seidman, LLP, Independent Certified Public 
                  Accountants.
    23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1          1997 Stock Incentive Plan.
    99.2          Form of Notice of Grant of Stock Option.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement. (Limited Stock Appreciation Right).
    99.5          Form of Addendum to Stock Option Agreement. (Involuntary Termination Following
                  Change in Control).
    99.6          Form of Addendum to Stock Option Agreement.  (Involuntary Termination Following
                  Corporate Transaction).
    99.7          Form of Stock Issuance Agreement.
    99.8          Form of Notice of Grant of Automatic Stock Option (Initial Grant).
    99.9          Form of Notice of Grant of Automatic Stock Option (Annual Grant).
    99.10         Form of Automatic Stock Option Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17935}]
{"company-data": {"conformed-name": "ODWALLA INC", "cik": "0000892058", "assigned-sic": "2033", "irs-number": "770096788", "state-of-incorporation": "CA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34117", "film-number": "97667893"}, "business-address": {"street1": "120 STONE PINE ROAD", "street2": "DRAWER O", "city": "HALF MOON BAY", "state": "CA", "zip": "94019", "phone": "4157261888"}}
1
     As filed with the Securities and Exchange Commission on August 21, 1997
                                           Registration No. 333-________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -----------

                                  ODWALLA, INC.
               (Exact name of issuer as specified in its charter)

        CALIFORNIA                                      77-0096788
(State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

              120 STONE PINE ROAD, HALF MOON BAY, CALIFORNIA 94019
               (Address of principal executive offices) (Zip Code)

                                  -----------
                                  ODWALLA, INC.
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  -----------
                            D. STEPHEN C. WILLIAMSON
                             CHIEF EXECUTIVE OFFICER
                                  ODWALLA, INC.
              120 STONE PINE ROAD, HALF MOON BAY, CALIFORNIA 94019
                     (Name and address of agent for service)
                                 (415) 726-1888
          (Telephone number, including area code, of agent for service)

                                  -----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed        Proposed
  Title of                                                            Maximum          Maximum
 Securities                        Amount           Offering          Aggregate       Amount of
    to be                           to be             Price           Offering      Registration
 Registered                     Registered(1)     per Share(2)        Price(2)           Fee
 ----------                     -------------     ------------        ---------     -------------
1997 Stock Incentive Plan            
                                                 
Options to Purchase                              
Common Stock:                      1,648,475           N/A               N/A             N/A
                                                 
Common Stock                   1,648,475 shares      $10.0625      $16,587,780         $5,025
================================================================================
(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 1997 Stock Incentive Plan
       for any reason of any stock dividend, stock split, recapitalization or
       other similar transaction effected without the receipt of consideration
       which results in an increase in the number of the outstanding shares of
       Common Stock of Odwalla, Inc.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low selling prices per share of Common Stock of Odwalla, Inc. on
       August 15, 1997, as reported on the Nasdaq National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Odwalla, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's annual report on Form 10-K for the fiscal year
                ended August 31, 1996, filed with the SEC on December 13, 1996;

        (b)     The Registrant's report on Form 8-K filed with the SEC on
                November 5, 1996;

        (c)     The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                quarters ended November 30, 1996, February 28, 1997, and May 31,
                1997, filed with the SEC on January 21, 1997, April 14, 1997,
                and July 15, 1997, respectively; and

        (d)     The Registrant's Registration Statement No. 00-023036 on Form
                8-A filed with the SEC on December 9, 1993 pursuant to Section
                12 of the Securities Exchange Act of 1934, as amended (the "1934
                Act"), in which there is described the terms, rights and
                provisions applicable to the Registrant's outstanding Common
                Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.
3
Item 6. Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

        Not Applicable.

                                      II-2.
4
Item 8. Exhibits
Number        Exhibit
    ------        -------
4.0          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statement No. 00-023036 on Form 8-A which is incorporated herein by
                  reference pursuant to Item 3(d).
     5.0          Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Price Waterhouse LLP, Independent Accountants.
    23.2          Consent of BDO Seidman, LLP, Independent Certified Public 
                  Accountants.
    23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1          1997 Stock Incentive Plan.
    99.2          Form of Notice of Grant of Stock Option.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement. (Limited Stock Appreciation Right).
    99.5          Form of Addendum to Stock Option Agreement. (Involuntary Termination Following
                  Change in Control).
    99.6          Form of Addendum to Stock Option Agreement.  (Involuntary Termination Following
                  Corporate Transaction).
    99.7          Form of Stock Issuance Agreement.
    99.8          Form of Notice of Grant of Automatic Stock Option (Initial Grant).
    99.9          Form of Notice of Grant of Automatic Stock Option (Annual Grant).
    99.10         Form of Automatic Stock Option Agreement.
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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (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 Registrant's 1997
Stock Incentive Plan.

                                      II-3.
5
        B.      The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-4.
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Half Moon Bay, State of California, on this 14th
day of August, 1997.

                                       ODWALLA, INC.

                                       By: /s/ D. Stephen C. Williamson
                                           -------------------------------------
                                           D. Stephen C. Williamson
                                           Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Odwalla, Inc., a
California corporation, do hereby constitute and appoint D. Stephen C.
Williamson the lawful attorney-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorney and agent determines may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and the undersigned hereby ratifies and confirms that said
attorney and agent shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                           Title                               Date
---------                           -----                               ----
/s/ D. Stephen C. Williamson        Chief Executive Officer             August 14, 1997
--------------------------------    (Principal Executive Officer)
D. Stephen C. Williamson
II-5.
7
Signature                           Title                               Date
---------                           -----                               ----
/s/ Greg A. Steltenpohl             Chairman of the Board               August 14, 1997
--------------------------------
Greg A. Steltenpohl

 
/s/ Martin S. Gans                  Director                            August 14, 1997
--------------------------------
Martin S. Gans

/s/ James R. Steichen               Chief Financial Officer             August 14, 1997
--------------------------------    (Principal Financial and 
James R. Steichen                   Accounting Officer)
II-6.
8
                                  EXHIBIT INDEX
Number         Exhibit
   ------         -------
4.0          Instruments Defining Rights of Stockholders.  Reference is made to Registrant's
                  Registration Statement No. 00-023036 on Form 8-A which is incorporated herein by
                  reference pursuant to Item 3(d).
     5.0          Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Price Waterhouse LLP, Independent Accountants.
    23.2          Consent of BDO Seidman, LLP, Independent Certified Public 
                  Accountants.
    23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0          Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1          1997 Stock Incentive Plan.
    99.2          Form of Notice of Grant of Stock Option.
    99.3          Form of Stock Option Agreement.
    99.4          Form of Addendum to Stock Option Agreement. (Limited Stock Appreciation Right).
    99.5          Form of Addendum to Stock Option Agreement. (Involuntary Termination Following
                  Change in Control).
    99.6          Form of Addendum to Stock Option Agreement.  (Involuntary Termination Following
                  Corporate Transaction).
    99.7          Form of Stock Issuance Agreement.
    99.8          Form of Notice of Grant of Automatic Stock Option (Initial Grant).
    99.9          Form of Notice of Grant of Automatic Stock Option (Annual Grant).
    99.10         Form of Automatic Stock Option Agreement.