<PAGE>   1

   As filed with the Securities and Exchange Commission on December 17, 1998
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                INTELLICORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                               94-2756073
       (State or Other Jurisdiction of                 (I.R.S. Employer
        Incorporation or Organization)                Identification No.)

    1975 El Camino Real West, Suite 101, Mountain View, California 94040-2216
                    (Address of Principal Executive Offices)

                  1991 Nonemployee Directors Stock Option Plan
                             1991 Stock Option Plan
                      Nonqualified Stock Option Agreements
                      ------------------------------------
                            (Full Title of the Plan)

                                 Kenneth H. Haas
                            1975 El Camino Real West
                      Mountain View, California 94040-2216
                                 (650) 965-5500
                                 --------------
 (Name, Address and Telephone Number, including area code of Agent for Service)

                         Copy to: Richard A. Peers, Esq.
                        Heller, Ehrman, White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                         Amount         Proposed Maximum      Proposed Maximum       Amount Of
Title Of Securities       To Be        Offering Price Per    Aggregate Offering    Registration
 To Be Registered      Registered          Share (1)                Price               Fee
--------------------------------------------------------------------------------------------------
<S>                      <C>                <C>               <C>                       <C>
    Common Stock,
   par value $.001       3,102,000          $1.28                $3,970,560          $1,104.00
==================================================================================================
</TABLE>

(1)     Estimated solely for the purpose of computing the amount of registration
        fee pursuant to Rule 457(c) under the Securities Act, as amended, based
        on the average of the high and low prices reported of the Registrant's
        Common Stock on the Nasdaq Stock Market on December 15, 1998.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed or to be filed with the Commission
by the registrant are incorporated by reference in this registration statement:

               (a) The registrant's latest Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

               (b) The registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1998;

               (c) The description of the Common Stock of the registrant
contained in the registration statement filed under the Exchange Act registering
such Common Stock under Section 12 of the Exchange Act;

               (d) The registrants Current Report on Form 8-K filed on February
9, 1998; and

               (e) All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The registrant has the power to indemnify its officers and
directors against liability for certain acts pursuant to Section 145 of the
General Corporation Law of the State of Delaware. Section A of Article Ninth of
the registrant's Certificate of Incorporation provides:

                   1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, (but, in the





--------------------------------------------------------------------------------
                                      -2-
--------------------------------------------------------------------------------

<PAGE>   3

case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expense,
liability and loss (including attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974 excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

                   2. Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

                   3. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

ITEM 8. EXHIBITS

<TABLE>
<S>            <C>
  5.1          Opinion of Heller, Ehrman, White & McAuliffe

 23.1          Consent of Heller, Ehrman, White & McAuliffe (filed as part of
               Exhibit 5.1)

 23.2          Consent of Ernst & Young LLP, Independent Auditors

 24            Power of Attorney (see page 6)
</TABLE>





--------------------------------------------------------------------------------
                                      -3-
--------------------------------------------------------------------------------

<PAGE>   4

<TABLE>
<S>            <C>
 99.1          1991 Stock Option Plan

 99.2          1991 Nonemployee Directors Stock Option Plan

 99.3          Form of Nonqualified 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
        Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;

               (iii) To include any material information with respect to the
        plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

           (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registrations 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 liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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.






--------------------------------------------------------------------------------
                                      -4-
--------------------------------------------------------------------------------
<PAGE>   5

        C. Insofar as indemnification for liabilities arising under the
Securities Act 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.





























--------------------------------------------------------------------------------
                                      -5-
--------------------------------------------------------------------------------
<PAGE>   6

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on this 17th day
of December, 1998.


                                        INTELLICORP, INC.


                                        By: ____________________________________
                                                 Kenneth H. Haas, President


                      POWER OF ATTORNEY TO SIGN AMENDMENTS

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Kenneth H. Haas and Kenneth A.
Czaja, or either of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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 in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<S>                                  <C>                                     <C>
                                     Director and President (Principal       December 17, 1998
_____________________________        Executive Officer)
Kenneth H. Haas

                                     Chief Financial Officer and Secretary   December 17, 1998
_____________________________        (Principal Financial and Accounting
Kenneth A. Czaja                     Officer)

_____________________________        Director                                December 17, 1998
Katharine C. Branscomb

_____________________________        Director                                December 17, 1998
Joseph A. Graziano

_____________________________        Director                                December 17, 1998
Norman J. Wechsler

_____________________________        Director                                December 17, 1998
Arthur W. Berry
</TABLE>











--------------------------------------------------------------------------------
                                      -6-
--------------------------------------------------------------------------------
<PAGE>   7


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                         Sequentially
Item No.                     Description of Item                                        Numbered Page
--------                     -------------------                                        -------------
<S>            <C>                                                                        <C>
  5.1          Opinion of Heller, Ehrman, White & McAuliffe........................

 23.1          Consent of Heller, Ehrman, White & McAuliffe
               (filed as part of Exhibit 5)........................................

 23.2          Consent of Ernst & Young LLP, Independent Auditors..................

 99.1          1991 Stock Option Plan..............................................

 99.2          Nonemployee Directors Stock Option Plan.............................

 99.3          Form of Nonqualified Stock Option Agreement.........................
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17810}]
{"company-data": {"conformed-name": "INTELLICORP INC", "cik": "0000730169", "assigned-sic": "7372", "irs-number": "942756073", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69109", "film-number": "98771279"}, "business-address": {"street1": "1975 EL CAMINO REAL WEST", "street2": "SUITE 101", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94040-2216", "phone": "4159655500"}, "mail-address": {"street1": "1975 EL CAMINO REAL WEST", "street2": "SUITE 101", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94040-2216"}, "former-company": {"former-conformed-name": "INTELLIGENETICS INC", "date-changed": "19840802"}}
1

   As filed with the Securities and Exchange Commission on December 17, 1998
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                INTELLICORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                               94-2756073
       (State or Other Jurisdiction of                 (I.R.S. Employer
        Incorporation or Organization)                Identification No.)

    1975 El Camino Real West, Suite 101, Mountain View, California 94040-2216
                    (Address of Principal Executive Offices)

                  1991 Nonemployee Directors Stock Option Plan
                             1991 Stock Option Plan
                      Nonqualified Stock Option Agreements
                      ------------------------------------
                            (Full Title of the Plan)

                                 Kenneth H. Haas
                            1975 El Camino Real West
                      Mountain View, California 94040-2216
                                 (650) 965-5500
                                 --------------
 (Name, Address and Telephone Number, including area code of Agent for Service)

                         Copy to: Richard A. Peers, Esq.
                        Heller, Ehrman, White & McAuliffe
                              525 University Avenue
                        Palo Alto, California 94301-1908
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638
CALCULATION OF REGISTRATION FEE
==================================================================================================
                         Amount         Proposed Maximum      Proposed Maximum       Amount Of
Title Of Securities       To Be        Offering Price Per    Aggregate Offering    Registration
 To Be Registered      Registered          Share (1)                Price               Fee
--------------------------------------------------------------------------------------------------
Common Stock,
   par value $.001       3,102,000          $1.28                $3,970,560          $1,104.00
==================================================================================================
(1)     Estimated solely for the purpose of computing the amount of registration
        fee pursuant to Rule 457(c) under the Securities Act, as amended, based
        on the average of the high and low prices reported of the Registrant's
        Common Stock on the Nasdaq Stock Market on December 15, 1998.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed or to be filed with the Commission
by the registrant are incorporated by reference in this registration statement:

               (a) The registrant's latest Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

               (b) The registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1998;

               (c) The description of the Common Stock of the registrant
contained in the registration statement filed under the Exchange Act registering
such Common Stock under Section 12 of the Exchange Act;

               (d) The registrants Current Report on Form 8-K filed on February
9, 1998; and

               (e) All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The registrant has the power to indemnify its officers and
directors against liability for certain acts pursuant to Section 145 of the
General Corporation Law of the State of Delaware. Section A of Article Ninth of
the registrant's Certificate of Incorporation provides:

                   1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, (but, in the

--------------------------------------------------------------------------------
                                      -2-
--------------------------------------------------------------------------------
3

case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expense,
liability and loss (including attorneys' fees, judgments, fines, Employee
Retirement Income Security Act of 1974 excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

                   2. Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

                   3. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

ITEM 8. EXHIBITS
5.1          Opinion of Heller, Ehrman, White & McAuliffe

 23.1          Consent of Heller, Ehrman, White & McAuliffe (filed as part of
               Exhibit 5.1)

 23.2          Consent of Ernst & Young LLP, Independent Auditors

 24            Power of Attorney (see page 6)
--------------------------------------------------------------------------------
                                      -3-
--------------------------------------------------------------------------------
4
99.1          1991 Stock Option Plan

 99.2          1991 Nonemployee Directors Stock Option Plan

 99.3          Form of Nonqualified 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
        Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;

               (iii) To include any material information with respect to the
        plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

           (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registrations 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 liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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.

--------------------------------------------------------------------------------
                                      -4-
--------------------------------------------------------------------------------
5

        C. Insofar as indemnification for liabilities arising under the
Securities Act 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.

--------------------------------------------------------------------------------
                                      -5-
--------------------------------------------------------------------------------
6

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on this 17th day
of December, 1998.

                                        INTELLICORP, INC.

                                        By: ____________________________________
                                                 Kenneth H. Haas, President

                      POWER OF ATTORNEY TO SIGN AMENDMENTS

               KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Kenneth H. Haas and Kenneth A.
Czaja, or either of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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 in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Director and President (Principal       December 17, 1998
_____________________________        Executive Officer)
Kenneth H. Haas

                                     Chief Financial Officer and Secretary   December 17, 1998
_____________________________        (Principal Financial and Accounting
Kenneth A. Czaja                     Officer)

_____________________________        Director                                December 17, 1998
Katharine C. Branscomb

_____________________________        Director                                December 17, 1998
Joseph A. Graziano

_____________________________        Director                                December 17, 1998
Norman J. Wechsler

_____________________________        Director                                December 17, 1998
Arthur W. Berry
--------------------------------------------------------------------------------
                                      -6-
--------------------------------------------------------------------------------
7

                                INDEX TO EXHIBITS
Sequentially
Item No.                     Description of Item                                        Numbered Page
--------                     -------------------                                        -------------
5.1          Opinion of Heller, Ehrman, White & McAuliffe........................

 23.1          Consent of Heller, Ehrman, White & McAuliffe
               (filed as part of Exhibit 5)........................................

 23.2          Consent of Ernst & Young LLP, Independent Auditors..................

 99.1          1991 Stock Option Plan..............................................

 99.2          Nonemployee Directors Stock Option Plan.............................

 99.3          Form of Nonqualified Stock Option Agreement.........................