<PAGE>   1
              As filed with the Securities and Exchange Commission
                                on August 3, 1998
                         Registration No. 333__________

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

                              ELECTRONIC ARTS INC.

               Delaware                                 94-2838567
       (State of Incorporation)             (IRS employer identification no.)

                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                    (Address of principal executive offices)

                        1998 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the Plan)

                                 RUTH A. KENNEDY
              Senior Vice President, General Counsel and Secretary
                              Electronic Arts Inc.
                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                                 (650) 571-7171
            (Name, address and telephone number 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 Per                 Offering        Registration
             Registered                Registered                    Share                     Price              Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                        <C>                     <C>                   <C>
            Common Stock               135,000 (1)                $49.125 (2)             $6,631,875 (2)        $2,010
          ($0.01 par value)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


The Index to Exhibits appears on sequentially numbered page 6.

        (1)     Shares available for issuance under the 1998 Directors' Stock
Option Plan.

        (2)     Calculated solely for the purposes of determining the amount of
the Registration Fee pursuant to Rule 457(c) on the basis of the average of the
high and low trading prices of Registrant's common stock on July 27, 1998.


<PAGE>   2

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Electronic Arts Inc. (the
"REGISTRANT") with the Securities and Exchange Commission (the "COMMISSION") are
incorporated herein by reference:

         (a) The Registrants Annual Report on Form 10-K for Registrant's fiscal
year ended March 31, 1998, which is Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"EXCHANGE ACT")

         (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

         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 hereto 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 herein and to be part hereof
from the date of filing of such documents.

ITEM. 4.

         Not Applicable

ITEM 5.  EXPERTS.

         The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Ruth A. Kennedy, Senior Vice
President, General Counsel and Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The provisions of Section 145 of the Delaware general corporation Law
and Section 6 of the Registrant's Bylaws provide for indemnification for
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any person is or was a director, officer or employee of the
Registrant. this indemnification may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
arising under the Securities Act of 1933, as amended. In addition, Article 7 of
the Registrant's Certificate of Incorporation provides that the Registrant's
directors shall not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director except for
liability (I) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law (iii) under Section
174 of the Delaware General Corporation Law or (iv) for any transactions for
which the director derived an improper personal benefit. Article 7 of the
Registrant's Certificate of Incorporation further provides that if any amendment
to the Delaware General Corporation Law further eliminates or limits the
liability of a director of a corporation incorporated in Delaware, the liability
of the Registrant's directors shall be eliminated to the fullest extent then
permissible under Delaware law. The Registrant has entered into indemnity
agreements with each of its current directors to give such directors additional
contractual assurances regarding the scope of indemnification and liability
limitation set forth in the Delaware General Corporation Law and the
Registrant's Certificate of Incorporation and Bylaws. The Registrant maintains
an insurance policy against claims regarding errors or omissions of any of
Registrant's directors or executive officers while acting within the scope of
their duties to the Registrant.

ITEM. 7.

         Not Applicable


ITEM 8.  EXHIBITS

4.01     Registrant's 1998 Directors' Stock Option Plan, (the "PLAN") and
         related document
4.02     Registrant's Certificate of Incorporation (incorporated by reference to
         Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
         Commission on October 16, 1991 (the "FORM 8-K")).
4.03     Registrant's Certificate of Amendment to Certificate of Incorporation
         (incorporated by reference to Exhibit 4.01 to Registrant's Registration
         Statement on Form S-8 filed with the Commission on December 1, 1992
         (File No. 33-55212).
4.04     Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
         Form 8-K).
5.01     Opinion of General Counsel regarding legality of the securities being
         issued 
23.01    Consent of General Counsel (included in Exhibit 5.01)
23.02    Consent of KPMG Peat Marwick LLP, Independent Auditors 
24.01    Power of Attorney (see page 3)




                                       2


<PAGE>   3

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

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

                  (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 set forth in this
         Registration Statement.

provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Act of 1934 that are incorporated by reference in this Registration Statement.

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

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

         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 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         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 provisions of Item 6 of this Registration
Statement, 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 by 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 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.

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints E. Stanton McKee and David L.
Carbone and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or its name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement of Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the 1933 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



                                       3
<PAGE>   4

behalf by the undersigned, thereunto duly authorized, in the city of San Mateo,
State of California, on this 30th day of July 1998.

                            ELECTRONIC ARTS INC.
                            By: /s/  Ruth A. Kennedy
                               ----------------------------------------------
                                     Ruth A. Kennedy, Esq.
                            Sr. Vice President, General Counsel and Secretary









                                       4

<PAGE>   5


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


<TABLE>
<CAPTION>
Name                                                     Title                           Date
----                                                     -----                           ----
<S>                                                    <C>                             <C>  

Chief Executive Officer:


/s/  Lawrence F. Probst III_
-------------------------------------------
Lawrence F. Probst III                            Chairman, Board of                 July 30, 1998
                                                  Directors and
                                                  Chief Executive Officer


Principal Financial Officer:

/s/  E. Stanton McKee
-------------------------------------------
E. Stanton McKee, Jr.                             Exec. Vice President,              July 30, 1998
                                                  Chief Financial and
                                                  Administrative Officer

Principal Accounting Officer:


/s/  David L. Carbone
-------------------------------------------
David L. Carbone                                  Vice President,                    July 30, 1998
                                                  Assistant Secretary

Directors:


/s/  M. Richard Asher                             Director                           July 30, 1998
-------------------------------------------
M. Richard Asher

/s/  William J. Byron                             Director                           July 30, 1998
-------------------------------------------
William J. Byron

/s/  Daniel H. Case III                           Director                           July 30, 1998
-------------------------------------------
Daniel H. Case III

/s/  Gary M. Kusin                                Director                           July 30, 1998
-------------------------------------------
Gary M. Kusin

/s/   Timothy J. Mott                             Director                           July 30, 1998
-------------------------------------------
Timothy J. Mott
</TABLE>



                                       5
<PAGE>   6



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                     Description
<S>     <C>
4.01     Registrant's 1998 Directors' Stock Option Plan, (the "PLAN") and
         related document

4.02     Registrant's Certificate of Incorporation (incorporated by reference to
         Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
         Commission on October 16, 1991 (the "FORM 8-K")).

4.03     Registrant's Certificate of Amendment to Certificate of Incorporation
         (incorporated by reference to Exhibit 4.01 to Registrant's Registration
         Statement on Form S-8 filed with the Commission on December 1, 1992
         (File No. 33-55212).

4.04     Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
         Form 8-K).

5.01     Opinion of General Counsel regarding legality of the securities being
         issued 

23.01    Consent of General Counsel (included in Exhibit 5.01)

23.02    Consent of KPMG Peat Marwick LLP, Independent Auditors

24.01    Power of Attorney (see page 3)
</TABLE>








                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16464}]
{"company-data": {"conformed-name": "ELECTRONIC ARTS INC", "cik": "0000712515", "assigned-sic": "7372", "irs-number": "942838567", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60513", "film-number": "98676302"}, "business-address": {"street1": "1450 FASHION ISLAND BLVD", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "4155717171"}, "former-company": {"former-conformed-name": "ELECTRONIC ARTS", "date-changed": "19911211"}}
1
              As filed with the Securities and Exchange Commission
                                on August 3, 1998
                         Registration No. 333__________

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

                              ELECTRONIC ARTS INC.

               Delaware                                 94-2838567
       (State of Incorporation)             (IRS employer identification no.)

                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                    (Address of principal executive offices)

                        1998 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the Plan)

                                 RUTH A. KENNEDY
              Senior Vice President, General Counsel and Secretary
                              Electronic Arts Inc.
                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                                 (650) 571-7171
            (Name, address and telephone number 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 Per                 Offering        Registration
             Registered                Registered                    Share                     Price              Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock               135,000 (1)                $49.125 (2)             $6,631,875 (2)        $2,010
          ($0.01 par value)
-------------------------------------------------------------------------------------------------------------------------
The Index to Exhibits appears on sequentially numbered page 6.

        (1)     Shares available for issuance under the 1998 Directors' Stock
Option Plan.

        (2)     Calculated solely for the purposes of determining the amount of
the Registration Fee pursuant to Rule 457(c) on the basis of the average of the
high and low trading prices of Registrant's common stock on July 27, 1998.
2

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Electronic Arts Inc. (the
"REGISTRANT") with the Securities and Exchange Commission (the "COMMISSION") are
incorporated herein by reference:

         (a) The Registrants Annual Report on Form 10-K for Registrant's fiscal
year ended March 31, 1998, which is Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"EXCHANGE ACT")

         (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

         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 hereto 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 herein and to be part hereof
from the date of filing of such documents.

ITEM. 4.

         Not Applicable

ITEM 5.  EXPERTS.

         The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Ruth A. Kennedy, Senior Vice
President, General Counsel and Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The provisions of Section 145 of the Delaware general corporation Law
and Section 6 of the Registrant's Bylaws provide for indemnification for
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any person is or was a director, officer or employee of the
Registrant. this indemnification may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
arising under the Securities Act of 1933, as amended. In addition, Article 7 of
the Registrant's Certificate of Incorporation provides that the Registrant's
directors shall not be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director except for
liability (I) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law (iii) under Section
174 of the Delaware General Corporation Law or (iv) for any transactions for
which the director derived an improper personal benefit. Article 7 of the
Registrant's Certificate of Incorporation further provides that if any amendment
to the Delaware General Corporation Law further eliminates or limits the
liability of a director of a corporation incorporated in Delaware, the liability
of the Registrant's directors shall be eliminated to the fullest extent then
permissible under Delaware law. The Registrant has entered into indemnity
agreements with each of its current directors to give such directors additional
contractual assurances regarding the scope of indemnification and liability
limitation set forth in the Delaware General Corporation Law and the
Registrant's Certificate of Incorporation and Bylaws. The Registrant maintains
an insurance policy against claims regarding errors or omissions of any of
Registrant's directors or executive officers while acting within the scope of
their duties to the Registrant.

ITEM. 7.

         Not Applicable

ITEM 8.  EXHIBITS

4.01     Registrant's 1998 Directors' Stock Option Plan, (the "PLAN") and
         related document
4.02     Registrant's Certificate of Incorporation (incorporated by reference to
         Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
         Commission on October 16, 1991 (the "FORM 8-K")).
4.03     Registrant's Certificate of Amendment to Certificate of Incorporation
         (incorporated by reference to Exhibit 4.01 to Registrant's Registration
         Statement on Form S-8 filed with the Commission on December 1, 1992
         (File No. 33-55212).
4.04     Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
         Form 8-K).
5.01     Opinion of General Counsel regarding legality of the securities being
         issued 
23.01    Consent of General Counsel (included in Exhibit 5.01)
23.02    Consent of KPMG Peat Marwick LLP, Independent Auditors 
24.01    Power of Attorney (see page 3)

                                       2
3

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

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

                  (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 set forth in this
         Registration Statement.

provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Act of 1934 that are incorporated by reference in this Registration Statement.

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

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

         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 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         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 provisions of Item 6 of this Registration
Statement, 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 by 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 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.

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints E. Stanton McKee and David L.
Carbone and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or its name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement of Form
S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the 1933 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

                                       3
4

behalf by the undersigned, thereunto duly authorized, in the city of San Mateo,
State of California, on this 30th day of July 1998.

                            ELECTRONIC ARTS INC.
                            By: /s/  Ruth A. Kennedy
                               ----------------------------------------------
                                     Ruth A. Kennedy, Esq.
                            Sr. Vice President, General Counsel and Secretary

                                       4
5

         Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Name                                                     Title                           Date
----                                                     -----                           ----
Chief Executive Officer:

/s/  Lawrence F. Probst III_
-------------------------------------------
Lawrence F. Probst III                            Chairman, Board of                 July 30, 1998
                                                  Directors and
                                                  Chief Executive Officer

Principal Financial Officer:

/s/  E. Stanton McKee
-------------------------------------------
E. Stanton McKee, Jr.                             Exec. Vice President,              July 30, 1998
                                                  Chief Financial and
                                                  Administrative Officer

Principal Accounting Officer:

/s/  David L. Carbone
-------------------------------------------
David L. Carbone                                  Vice President,                    July 30, 1998
                                                  Assistant Secretary

Directors:

/s/  M. Richard Asher                             Director                           July 30, 1998
-------------------------------------------
M. Richard Asher

/s/  William J. Byron                             Director                           July 30, 1998
-------------------------------------------
William J. Byron

/s/  Daniel H. Case III                           Director                           July 30, 1998
-------------------------------------------
Daniel H. Case III

/s/  Gary M. Kusin                                Director                           July 30, 1998
-------------------------------------------
Gary M. Kusin

/s/   Timothy J. Mott                             Director                           July 30, 1998
-------------------------------------------
Timothy J. Mott
5
6

                                INDEX TO EXHIBITS
Exhibit
Number                     Description
4.01     Registrant's 1998 Directors' Stock Option Plan, (the "PLAN") and
         related document

4.02     Registrant's Certificate of Incorporation (incorporated by reference to
         Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
         Commission on October 16, 1991 (the "FORM 8-K")).

4.03     Registrant's Certificate of Amendment to Certificate of Incorporation
         (incorporated by reference to Exhibit 4.01 to Registrant's Registration
         Statement on Form S-8 filed with the Commission on December 1, 1992
         (File No. 33-55212).

4.04     Registrant's Bylaws (incorporated by reference to Exhibit 3.02 of the
         Form 8-K).

5.01     Opinion of General Counsel regarding legality of the securities being
         issued 

23.01    Consent of General Counsel (included in Exhibit 5.01)

23.02    Consent of KPMG Peat Marwick LLP, Independent Auditors

24.01    Power of Attorney (see page 3)
6