As filed with the Securities and Exchange Commission on July 25, 1996
                                              Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                                FEI COMPANY
           (Exact name of registrant as specified in its charter)

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

                  OREGON                                 93-0621989
      (State or other jurisdiction                      (IRS Employer
      of incorporation or organization)              Identification No.)

      7451 NW Evergreen Parkway
      Hillsboro, Oregon                                  97124-5830
      (Address of Principal                              (Zip Code)
      Executive Offices)

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

                                FEI Company
                         1995 Stock Incentive Plan
                            (Full title of plan)

                             William G. Langley
                                 President
                                FEI Company
                         7451 NW Evergreen Parkway
                          Hillsboro, OR 97124-5830
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 640-7500

                                  Copy to:

                             Robert J. Moorman
                              Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
                                           Proposed      Proposed           Amount
                                           Maximum       Maximum            of
                        Amount             Offering      Aggregate          Regis-
Title of Securities     to Be              Price Per     Offering           tration
to Be Registered        Registered         Share(1)      Price(1)           Fee
- -------------------     ----------         --------      --------           -------
<S>                     <C>                <C>           <C>                <C>   
Common Stock,           300,000 Shares     $11.13        $3,340,349.56      $1,152
no par value
- ------------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 186,351 shares are subject to options with an
     aggregate exercise price of $2,452,466.75. The calculation of the
     registration fee for the balance of the shares is based on $7.8125,
     which was the average of the high and low prices of the Common Stock
     on July 24, 1996 as reported in The Wall Street Journal for Nasdaq
     National Market issues.
</FN>
</TABLE>
<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by FEI Company (the "Company") with
the Securities and Exchange Commission are incorporated herein by
reference:

         (a) The Company's latest annual report filed pursuant to Section
    13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
    prospectus filed pursuant to Rule 424(b) under the Securities Act of
    1933 that contains audited consolidated financial statements for the
    Company's latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
    the Securities Exchange Act of 1934 since the end of the fiscal year
    covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
    contained in the Company's registration statement filed under Section
    12 of the Securities Exchange Act of 1934, including any amendment or
    report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and 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.
         -----------------------------------------

         Article VI of the Company's Second Amended and Restated Articles
of Incorporation (the "Articles"), requires indemnification of current or
former directors or officers of the Registrant to the fullest extent not
prohibited by the Oregon Business


                                    II-1
<PAGE>
Corporation Act (the "Act"). The effects of the Articles and the Act (the
"Indemnification Provisions") are summarized as follows:

         (a) The Indemnification Provisions grant a right of
     indemnification in respect of any action, suit or proceeding (other
     than an action by or in the right of the Company) against expenses
     (including attorney fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred, if the person concerned
     acted in good faith and in a manner the person reasonably believed to
     be in or not opposed to the best interests of the Company, was not
     adjudged liable on the basis of receipt of an improper personal
     benefit and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe the conduct was unlawful. The termination
     of an action, suit or proceeding by judgment, order, settlement,
     conviction or plea of nolo contendere does not, of itself, create a
     presumption that the person did not meet the required standards of
     conduct.

         (b) The Indemnification Provisions grant a right of
     indemnification in respect of any action or suit by or in the right of
     the Company against the expenses (including attorney fees) actually
     and reasonably incurred if the person concerned acted in good faith
     and in a manner the person reasonably believed to be in or not opposed
     to the best interests of the Company, except that no right of
     indemnification will be granted if the person is adjudged to be liable
     to the Company.

         (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to
     indemnification as a matter of right.

         (d) Because the limits of permissible indemnification under Oregon
     law are not clearly defined, the Indemnification Provisions may
     provide indemnification broader than that described in (a) and (b).

         (e) The Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms in good faith
     that he or she has met the standard of conduct to be entitled to
     indemnification as described in (a) or (b) above and undertakes to
     repay any amount advanced if it is determined that the person did not
     meet the required standard of conduct.

         The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or otherwise.


                                    II-2
<PAGE>
         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         4.1   Second Amended and Restated Articles of Incorporation
               of the Company (incorporated by reference to Exhibit
               3.1 to the Company's Registration Statement on Form
               S-1, File No. 33-71146 (the "1995 S-1")).

         4.2   Restated Bylaws of the Company (incorporated by
               reference to Exhibit 3.2 to the 1995 S-1).

         5.1   Opinion of Stoel Rives LLP.

         23.1  Consent of Deloitte & Touche LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5.1).

         24.1  Powers of Attorney.

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;

                   (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. Notwithstanding the
                   foregoing, any increase or decrease in volume of
                   securities offered (if the total


                                    II-3
<PAGE>
                   dollar value of the securities offered would not exceed
                   that which was registered) and any deviation from the
                   low or high end of the estimated maximum offering range
                   may be reflected in the form of prospectus filed with
                   the Commission pursuant to Rule 424(b) if, in the
                   aggregate, the changes in volume and price represent no
                   more than a 20% change in the maximum aggregate offering
                   price set forth in the "Calculation of Registration Fee"
                   table in the effective 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
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the 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.

         (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
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


                                    II-4
<PAGE>
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.


                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Hillsboro, State of Oregon, on
July 19, 1996.

                                  FEI COMPANY

                                  By  WILLIAM G. LANGLEY
                                      ------------------------------------
                                      William G. Langley,
                                      President


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1996.

            Signature                                 Title
            ---------                                 -----


*LYNWOOD W. SWANSON                    Chairman of the Board, Chief
- ----------------------------------     Executive Officer and Chief Scientist
Lynwood W. Swanson, Ph.D.              (Principal Executive Officer)


WILLIAM G. LANGLEY                     President, Chief Financial Officer,
- ----------------------------------     Operating Officer, Assistant
William G. Langley                     Secretary, Assistant Treasurer and
                                       Director (Principal Financial Officer)


                                    II-5
<PAGE>
*FREDERICK A. M. GORDON                Chief Accounting Officer and
- ----------------------------------     Controller (Principal Accounting
Frederick A. M. Gordon                 Officer)


*CHARLES T. RIDDLE                     Executive Vice President -
- ----------------------------------     Strategic Planning and Director
Charles T. Riddle


*NOEL A. MARTIN                        Vice President, Assistant Secretary,
- ----------------------------------     Assistant Treasurer and Director
Noel A. Martin


*LLOYD R. SWENSON                      Secretary, Treasurer and Director
- ----------------------------------
Lloyd R. Swenson


*JOHN C. BECKMAN                       Director
- ----------------------------------
John C. Beckman


*EDWARD H. COOLEY                      Director
- ----------------------------------
Edward H. Cooley


*GREGORY J. HOUSER                     Director
- ----------------------------------
Gregory J. Houser


*DONALD R. VANLUVANEE                  Director
- ----------------------------------
Donald R. VanLuvanee


    *By  WILLIAM G. LANGLEY
         ------------------------------------
         William G. Langley, Attorney-in-Fact


                                    II-6
<PAGE>
                               EXHIBIT INDEX


Exhibit
Number      Document Description
- -------     --------------------

4.1         Second Amended and Restated Articles
            of Incorporation of the Company (incorporated
            by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form S-1,
            File No. 33-71146 (the "1995 S-1")).

4.2         Restated Bylaws of the Company
            (incorporated by reference to Exhibit 3.2
            to the 1995 S-1).

5.1         Opinion of Stoel Rives LLP.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1        Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18046}]
{"company-data": {"conformed-name": "FEI CO", "cik": "0000914329", "assigned-sic": "3559", "irs-number": "930621989", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08863", "film-number": "96599101"}, "business-address": {"street1": "7451 NE EVERGREEN PWY", "city": "HILLSBORO", "state": "OR", "zip": "97124-5830", "phone": "5036901500"}, "mail-address": {"street1": "7451 NE EVERGREEN PARKWAY", "city": "HILLSBORO", "state": "OR", "zip": "97124"}}
As filed with the Securities and Exchange Commission on July 25, 1996
                                              Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                                FEI COMPANY
           (Exact name of registrant as specified in its charter)

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

                  OREGON                                 93-0621989
      (State or other jurisdiction                      (IRS Employer
      of incorporation or organization)              Identification No.)

      7451 NW Evergreen Parkway
      Hillsboro, Oregon                                  97124-5830
      (Address of Principal                              (Zip Code)
      Executive Offices)

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

                                FEI Company
                         1995 Stock Incentive Plan
                            (Full title of plan)

                             William G. Langley
                                 President
                                FEI Company
                         7451 NW Evergreen Parkway
                          Hillsboro, OR 97124-5830
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 640-7500

                                  Copy to:

                             Robert J. Moorman
                              Stoel Rives LLP
                      900 SW Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
                                           Proposed      Proposed           Amount
                                           Maximum       Maximum            of
                        Amount             Offering      Aggregate          Regis-
Title of Securities     to Be              Price Per     Offering           tration
to Be Registered        Registered         Share(1)      Price(1)           Fee
- -------------------     ----------         --------      --------           -------
Common Stock,           300,000 Shares     $11.13        $3,340,349.56      $1,152
no par value
- ------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 186,351 shares are subject to options with an
     aggregate exercise price of $2,452,466.75. The calculation of the
     registration fee for the balance of the shares is based on $7.8125,
     which was the average of the high and low prices of the Common Stock
     on July 24, 1996 as reported in The Wall Street Journal for Nasdaq
     National Market issues.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by FEI Company (the "Company") with
the Securities and Exchange Commission are incorporated herein by
reference:

         (a) The Company's latest annual report filed pursuant to Section
    13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
    prospectus filed pursuant to Rule 424(b) under the Securities Act of
    1933 that contains audited consolidated financial statements for the
    Company's latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
    the Securities Exchange Act of 1934 since the end of the fiscal year
    covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
    contained in the Company's registration statement filed under Section
    12 of the Securities Exchange Act of 1934, including any amendment or
    report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and 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.
         -----------------------------------------

         Article VI of the Company's Second Amended and Restated Articles
of Incorporation (the "Articles"), requires indemnification of current or
former directors or officers of the Registrant to the fullest extent not
prohibited by the Oregon Business

                                    II-1
Corporation Act (the "Act"). The effects of the Articles and the Act (the
"Indemnification Provisions") are summarized as follows:

         (a) The Indemnification Provisions grant a right of
     indemnification in respect of any action, suit or proceeding (other
     than an action by or in the right of the Company) against expenses
     (including attorney fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred, if the person concerned
     acted in good faith and in a manner the person reasonably believed to
     be in or not opposed to the best interests of the Company, was not
     adjudged liable on the basis of receipt of an improper personal
     benefit and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe the conduct was unlawful. The termination
     of an action, suit or proceeding by judgment, order, settlement,
     conviction or plea of nolo contendere does not, of itself, create a
     presumption that the person did not meet the required standards of
     conduct.

         (b) The Indemnification Provisions grant a right of
     indemnification in respect of any action or suit by or in the right of
     the Company against the expenses (including attorney fees) actually
     and reasonably incurred if the person concerned acted in good faith
     and in a manner the person reasonably believed to be in or not opposed
     to the best interests of the Company, except that no right of
     indemnification will be granted if the person is adjudged to be liable
     to the Company.

         (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to
     indemnification as a matter of right.

         (d) Because the limits of permissible indemnification under Oregon
     law are not clearly defined, the Indemnification Provisions may
     provide indemnification broader than that described in (a) and (b).

         (e) The Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms in good faith
     that he or she has met the standard of conduct to be entitled to
     indemnification as described in (a) or (b) above and undertakes to
     repay any amount advanced if it is determined that the person did not
     meet the required standard of conduct.

         The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or otherwise.

                                    II-2
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         4.1   Second Amended and Restated Articles of Incorporation
               of the Company (incorporated by reference to Exhibit
               3.1 to the Company's Registration Statement on Form
               S-1, File No. 33-71146 (the "1995 S-1")).

         4.2   Restated Bylaws of the Company (incorporated by
               reference to Exhibit 3.2 to the 1995 S-1).

         5.1   Opinion of Stoel Rives LLP.

         23.1  Consent of Deloitte & Touche LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5.1).

         24.1  Powers of Attorney.

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;

                   (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. Notwithstanding the
                   foregoing, any increase or decrease in volume of
                   securities offered (if the total

                                    II-3
dollar value of the securities offered would not exceed
                   that which was registered) and any deviation from the
                   low or high end of the estimated maximum offering range
                   may be reflected in the form of prospectus filed with
                   the Commission pursuant to Rule 424(b) if, in the
                   aggregate, the changes in volume and price represent no
                   more than a 20% change in the maximum aggregate offering
                   price set forth in the "Calculation of Registration Fee"
                   table in the effective 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
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the 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.

         (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
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

                                    II-4
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.

                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Hillsboro, State of Oregon, on
July 19, 1996.

                                  FEI COMPANY

                                  By  WILLIAM G. LANGLEY
                                      ------------------------------------
                                      William G. Langley,
                                      President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1996.

            Signature                                 Title
            ---------                                 -----

*LYNWOOD W. SWANSON                    Chairman of the Board, Chief
- ----------------------------------     Executive Officer and Chief Scientist
Lynwood W. Swanson, Ph.D.              (Principal Executive Officer)

WILLIAM G. LANGLEY                     President, Chief Financial Officer,
- ----------------------------------     Operating Officer, Assistant
William G. Langley                     Secretary, Assistant Treasurer and
                                       Director (Principal Financial Officer)

                                    II-5
*FREDERICK A. M. GORDON                Chief Accounting Officer and
- ----------------------------------     Controller (Principal Accounting
Frederick A. M. Gordon                 Officer)

*CHARLES T. RIDDLE                     Executive Vice President -
- ----------------------------------     Strategic Planning and Director
Charles T. Riddle

*NOEL A. MARTIN                        Vice President, Assistant Secretary,
- ----------------------------------     Assistant Treasurer and Director
Noel A. Martin

*LLOYD R. SWENSON                      Secretary, Treasurer and Director
- ----------------------------------
Lloyd R. Swenson

*JOHN C. BECKMAN                       Director
- ----------------------------------
John C. Beckman

*EDWARD H. COOLEY                      Director
- ----------------------------------
Edward H. Cooley

*GREGORY J. HOUSER                     Director
- ----------------------------------
Gregory J. Houser

*DONALD R. VANLUVANEE                  Director
- ----------------------------------
Donald R. VanLuvanee

    *By  WILLIAM G. LANGLEY
         ------------------------------------
         William G. Langley, Attorney-in-Fact

                                    II-6
EXHIBIT INDEX

Exhibit
Number      Document Description
- -------     --------------------

4.1         Second Amended and Restated Articles
            of Incorporation of the Company (incorporated
            by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form S-1,
            File No. 33-71146 (the "1995 S-1")).

4.2         Restated Bylaws of the Company
            (incorporated by reference to Exhibit 3.2
            to the 1995 S-1).

5.1         Opinion of Stoel Rives LLP.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1        Powers of Attorney.