<PAGE>   1
        As filed with the Securities and Exchange Commission on January 12, 2000
                                                    Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             CHOLESTECH CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  --------------------------------------------

             CALIFORNIA                                 94-3065493
      (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                            3347 INVESTMENT BOULEVARD
                            HAYWARD, CALIFORNIA 94545
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       1999 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                ANDREA J. TILLER
                          VICE PRESIDENT OF FINANCE AND
                             CHIEF FINANCIAL OFFICER
                             CHOLESTECH CORPORATION
                            3347 INVESTMENT BOULEVARD
                            HAYWARD, CALIFORNIA 94545
                                 (510) 732-7200
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300

<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                            PROPOSED        PROPOSED
                                                            MAXIMUM          MAXIMUM
          TITLE OF EACH CLASS              AMOUNT           OFFERING        AGGREGATE        AMOUNT OF
            OF SECURITIES TO                TO BE            PRICE          OFFERING        REGISTRATION
             BE REGISTERED               REGISTERED        PER SHARE          PRICE             FEE
------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>             <C>               <C>
Common Stock, no par value(1)             1,000,000         $5.625(2)      $5,625,000.00     $1,485.00
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)     Includes Preferred Share Purchase Rights which, prior to the occurrence
        of certain events, will not be exercisable or evidenced separately from
        the Common Stock.

(2)     Calculated in accordance with Rule 457(c) solely for the purpose of
        computing the amount of the registration fee based upon the average of
        the high and low prices for the Common Stock as reported on the Nasdaq
        National Market on January 7, 2000.



<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Cholestech Corporation (the "Company" or "Registrant") hereby
incorporates by reference in this registration statement the following
documents:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 26, 1999 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                  (b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 25, 1999 and September 24, 1999, filed pursuant to Section
13(a) of the Exchange Act.

                  (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A as filed with the Securities
and Exchange Commission (the "Commission") on May 4, 1992 pursuant to Section
12(b) of the 1934 Act and any amendments or reports filed with the Commission
for the purpose of updating such description.

                  (d) The description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A as filed
with the Commission on January 27, 1997 pursuant to Section 12(b) of the
Exchange Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  As permitted by Section 204(a) of the California General
Corporation Law, the Registrant's Articles of Incorporation eliminate a
director's personal liability for monetary damages to the Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty, except for liability arising under Sections 310 and 316 of the California
General Corporation Law or liability for (i) acts or omissions that involve
intentional misconduct or knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of


                                      II-1
<PAGE>   3

good faith on the part of the director, (iii) any transaction from which a
director derived an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the Registrant or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Registrant or its shareholders and (v) acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its shareholders. This
provision does not eliminate the directors' duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under California law.

                  Sections 204(a) and 317 of the California General Corporation
Law authorize a corporation to indemnify its directors, officers, employees and
other agents in terms sufficiently broad to permit indemnification (including
reimbursement for expenses) under certain circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant's Articles of Incorporation and Bylaws contain provisions covering
indemnification of corporate directors, officers and other agents against
certain liabilities and expenses incurred as a result of proceedings involving
such persons in their capacities as directors, officers, employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended. The Registrant has entered into Indemnification Agreements
with its directors and executive officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

                  (a) Rule 415 Offering. The undersigned registrant hereby
undertakes:

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

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Securities 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.

                  (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.



                                      II-2
<PAGE>   4

                  (b) Filing incorporating subsequent Exchange Act documents by
reference.

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Request for acceleration of effective date or filing of
registration statement on Form S-8.

                  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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>   5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hayward, State of California, on January 12, 2000.


                                   CHOLESTECH CORPORATION


                                   By: /s/ Warren E. Pinckert II
                                      --------------------------------------
                                       Warren E. Pinckert II
                                       President and Chief Executive Officer



                                      II-4
<PAGE>   6

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints Warren E. Pinckert II and
Andrea J. Tiller, and each of them, as his or her true and lawful
attorney-in-fact, with full power of substitution, for him or her in any and all
capacities, to sign any 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, 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 connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
          SIGNATURE                                             TITLE                              DATE
---------------------------------            ----------------------------------------------   -----------------
<S>                                         <C>                                              <C>
 /s/ Warren E. Pinckert II
---------------------------------           President, Chief Executive Officer and Director   January 12, 2000
Warren E. Pinckert II                       (Principal Executive Officer)

/s/ Andrea J. Tiller                        Vice President of Finance and Chief Financial     January 12, 2000
---------------------------------           Officer (Principal Financial and Accounting
Andrea J. Tiller                            Officer)


                                            Director                                          January 12, 2000
--------------------------------
Joseph Buchman, M.D.


/s/ John L. Castello                        Director                                          January 12, 2000
--------------------------------
John L. Castello


/s/ John H. Landon                          Director                                          January 12, 2000
--------------------------------
John H. Landon



/s/ Dr. Harvey S. Sadow                     Chairman of the Board                             January 12, 2000
--------------------------------
Dr. Harvey S. Sadow


/s/ Larry Y. Wilson                         Director                                          January 12, 2000
--------------------------------
Larry Y. Wilson
</TABLE>



                                      II-5
<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    Exhibit
    Number                       Exhibit
    ------                       -------
<S>              <C>
      4.1        1999 Nonstatutory Stock Option Plan and form of agreement thereunder

      5.1        Opinion of counsel as to legality of securities being registered

     23.1        Consent of Independent Accountants

     23.2        Consent of Counsel (included in Exhibit 5.1)

     24.1        Power of Attorney (see page II-5)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15603}]
{"company-data": {"conformed-name": "CHOLESTECH CORPORATION", "cik": "0000887227", "assigned-sic": "3845", "irs-number": "943065493", "state-of-incorporation": "CA", "fiscal-year-end": "0326"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94503", "film-number": "506107"}, "business-address": {"street1": "3347 INVESTMENT BLVD", "city": "HAYWARD", "state": "CA", "zip": "94545", "phone": "5107327200"}, "mail-address": {"street1": "3347 INVESTMENT BLVD", "street2": "3347 INVESTMENT BLVD", "city": "HAYWARD", "state": "CA", "zip": "94545"}}
1
        As filed with the Securities and Exchange Commission on January 12, 2000
                                                    Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             CHOLESTECH CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  --------------------------------------------

             CALIFORNIA                                 94-3065493
      (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                            3347 INVESTMENT BOULEVARD
                            HAYWARD, CALIFORNIA 94545
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       1999 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                ANDREA J. TILLER
                          VICE PRESIDENT OF FINANCE AND
                             CHIEF FINANCIAL OFFICER
                             CHOLESTECH CORPORATION
                            3347 INVESTMENT BOULEVARD
                            HAYWARD, CALIFORNIA 94545
                                 (510) 732-7200
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                            PROPOSED        PROPOSED
                                                            MAXIMUM          MAXIMUM
          TITLE OF EACH CLASS              AMOUNT           OFFERING        AGGREGATE        AMOUNT OF
            OF SECURITIES TO                TO BE            PRICE          OFFERING        REGISTRATION
             BE REGISTERED               REGISTERED        PER SHARE          PRICE             FEE
------------------------------------------------------------------------------------------------------------
Common Stock, no par value(1)             1,000,000         $5.625(2)      $5,625,000.00     $1,485.00
------------------------------------------------------------------------------------------------------------
(1)     Includes Preferred Share Purchase Rights which, prior to the occurrence
        of certain events, will not be exercisable or evidenced separately from
        the Common Stock.

(2)     Calculated in accordance with Rule 457(c) solely for the purpose of
        computing the amount of the registration fee based upon the average of
        the high and low prices for the Common Stock as reported on the Nasdaq
        National Market on January 7, 2000.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  Cholestech Corporation (the "Company" or "Registrant") hereby
incorporates by reference in this registration statement the following
documents:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 26, 1999 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                  (b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 25, 1999 and September 24, 1999, filed pursuant to Section
13(a) of the Exchange Act.

                  (c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A as filed with the Securities
and Exchange Commission (the "Commission") on May 4, 1992 pursuant to Section
12(b) of the 1934 Act and any amendments or reports filed with the Commission
for the purpose of updating such description.

                  (d) The description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A as filed
with the Commission on January 27, 1997 pursuant to Section 12(b) of the
Exchange Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  As permitted by Section 204(a) of the California General
Corporation Law, the Registrant's Articles of Incorporation eliminate a
director's personal liability for monetary damages to the Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty, except for liability arising under Sections 310 and 316 of the California
General Corporation Law or liability for (i) acts or omissions that involve
intentional misconduct or knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best interests of the
Registrant or its shareholders or that involve the absence of

                                      II-1
3

good faith on the part of the director, (iii) any transaction from which a
director derived an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the Registrant or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Registrant or its shareholders and (v) acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its shareholders. This
provision does not eliminate the directors' duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under California law.

                  Sections 204(a) and 317 of the California General Corporation
Law authorize a corporation to indemnify its directors, officers, employees and
other agents in terms sufficiently broad to permit indemnification (including
reimbursement for expenses) under certain circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registrant's Articles of Incorporation and Bylaws contain provisions covering
indemnification of corporate directors, officers and other agents against
certain liabilities and expenses incurred as a result of proceedings involving
such persons in their capacities as directors, officers, employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended. The Registrant has entered into Indemnification Agreements
with its directors and executive officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

                  (a) Rule 415 Offering. The undersigned registrant hereby
undertakes:

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

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Securities 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.

                  (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.

                                      II-2
4

                  (b) Filing incorporating subsequent Exchange Act documents by
reference.

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Request for acceleration of effective date or filing of
registration statement on Form S-8.

                  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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hayward, State of California, on January 12, 2000.

                                   CHOLESTECH CORPORATION

                                   By: /s/ Warren E. Pinckert II
                                      --------------------------------------
                                       Warren E. Pinckert II
                                       President and Chief Executive Officer

                                      II-4
6

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints Warren E. Pinckert II and
Andrea J. Tiller, and each of them, as his or her true and lawful
attorney-in-fact, with full power of substitution, for him or her in any and all
capacities, to sign any 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, 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 connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                             TITLE                              DATE
---------------------------------            ----------------------------------------------   -----------------
/s/ Warren E. Pinckert II
---------------------------------           President, Chief Executive Officer and Director   January 12, 2000
Warren E. Pinckert II                       (Principal Executive Officer)

/s/ Andrea J. Tiller                        Vice President of Finance and Chief Financial     January 12, 2000
---------------------------------           Officer (Principal Financial and Accounting
Andrea J. Tiller                            Officer)

                                            Director                                          January 12, 2000
--------------------------------
Joseph Buchman, M.D.

/s/ John L. Castello                        Director                                          January 12, 2000
--------------------------------
John L. Castello

/s/ John H. Landon                          Director                                          January 12, 2000
--------------------------------
John H. Landon

/s/ Dr. Harvey S. Sadow                     Chairman of the Board                             January 12, 2000
--------------------------------
Dr. Harvey S. Sadow

/s/ Larry Y. Wilson                         Director                                          January 12, 2000
--------------------------------
Larry Y. Wilson
II-5
7

                                INDEX TO EXHIBITS
Exhibit
    Number                       Exhibit
    ------                       -------
4.1        1999 Nonstatutory Stock Option Plan and form of agreement thereunder

      5.1        Opinion of counsel as to legality of securities being registered

     23.1        Consent of Independent Accountants

     23.2        Consent of Counsel (included in Exhibit 5.1)

     24.1        Power of Attorney (see page II-5)