<PAGE>

  As filed with the Securities and Exchange Commission on February 12, 1997
                                                    Registration No. 333-  
---------------------------------------------------------------------------
---------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                            VALENCE TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
                                                       
                            ------------------------

         Delaware                                    77-0214673
 (State of Incorporation)              (I.R.S. Employer Identification No.)

                            ------------------------
                                                       
                                301 CONESTOGA WAY
                            HENDERSON, NEVADA  89015
                                 (702) 558-1000
          (Address and telephone number of principal executive offices)
                                                       
                            ------------------------

                 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                               BRADLEY A. PERKINS
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            VALENCE TECHNOLOGY, INC.
                                301 CONESTOGA WAY
                            HENDERSON, NEVADA  89015
                                 (702) 558-1000
            (Name, address, including zip code, and telephone number, 
                   including area code, of agent for service)

                            ------------------------
                                                      
                                   Copies to:
                             Andrei M. Manoliu, Esq.
                               Cooley Godward LLP
                               5 Palo Alto Square
                               3000 El Camino Real
                          Palo Alto, California  94306
                                 (415) 843-5000
                                                      
                            ------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>                                                                          
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------

TITLE OF SECURITIES TO    AMOUNT TO BE   PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE      AMOUNT OF 
    BE REGISTERED          REGISTERED       PRICE PER SHARE (1)          OFFERING PRICE (1)      REGISTRATION FEE 
-----------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                         <C>                         <C>
Stock Options and Common 
Stock (par value $.001)     250,000             $6.29                        $1,572,500               $477 
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
</TABLE>

______________

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h).  The price per share and
     aggregate offering price are based upon the average of the high and low
     prices of Registrant's Common Stock on February 6, 1997 as reported on the
     NASDAQ National Market System. 
                                                                           
------------------------------------------------------------------------------
------------------------------------------------------------------------------

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.

<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Valence Technology, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:  

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.  

     (c)  The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.  

     All reports and other 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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.  

                            DESCRIPTION OF SECURITIES

     Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


                                      1.
<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Bylaws provide that the Company will indemnify its directors
and executive officers and may indemnify its other officers, employees and other
agents to the fullest extent permitted by Delaware law.  The Company is also
empowered under its Bylaws to enter into indemnification contracts with its
directors and officers and to purchase insurance on behalf of any person whom it
is required or permitted to indemnify.  Pursuant to this provision, the Company
has entered into indemnity agreements with each of its directors and officers.

     In addition, the Company's Second Amended and Restated Certificate of
Incorporation provides that, to the fullest extent permitted by Delaware law,
the Company's directors will not be personally liable for monetary damages for
breach of the directors' fiduciary duty of care to the Company and its
stockholders.  This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as an injunction or other forms of non-monetary relief would remain
available under Delaware law.  Each director will continue to be subject to
liability for breach of the director's duty of loyalty of the Company, for acts
or omissions not in good faith or involving intentional misconduct or known
violations of law, for acts or omissions that the director believes to be
contrary to the best interests of the Company or its stockholders, for any
transaction from which the director derived an improper personal benefit, for
acts or omissions involving a reckless disregard for the director's duty to the
Company or its stockholders when the director was aware or should have been
aware of a risk of serious injury to the Company or its stockholders, for acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its stockholders, for
improper transactions between the director and the Company and for improper
distribution to stockholders and improper loans to directors and officers.  This
provisions also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

     The Company has obtained directors and officers liability insurance with
coverage of $2,000,000.

                       EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.



                                    EXHIBITS

EXHIBIT 
NUMBER                               DESCRIPTION 


                                      2.
<PAGE> 

 5.1        Opinion of Cooley Godward LLP 

23.1        Consent of Coopers & Lybrand LLP 
 
23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to 
            this Registration Statement 
 
24.1        Power of Attorney is contained on the signature pages. 

99.1        1996 Non-Employee Directors' Stock Option Plan 


                                  UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (a)  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;

           (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 dollar value of 
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) (Section 230.424(b) of this chapter) 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)(i) and (a)(ii) do not apply if 
the registration statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the issuer pursuant to section 13 or 
section 15(d) of the Exchange Act that are incorporated by reference in the 
registration statement.

          (b)  That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment 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.

          (c)  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.

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

     3.   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 

                                      3.
<PAGE> 

been advised that in the opinion of the Securities and Exchange 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.


                                      4.
<PAGE> 
                                   SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Henderson, State of
Nevada, on February 12, 1997.


                                   VALENCE TECHNOLOGY, INC.



                                   By  /s/ Calvin L. Reed
                                      ----------------------------------
                                        Calvin L. Reed
                                        President and Chief Executive
                                        Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Calvin L. Reed and Bradley A. Perkins,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, 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 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.



                                      5.
<PAGE> 

     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/ Calvin L. Reed
----------------------------  President, Chief         February 6, 1997
     Calvin L. Reed           Executive Officer,       
                              and Chairman of the 
                              Board (Principal 
                              Executive Officer) 
 
 /s/ David Archibald
----------------------------  Vice President,          February 6, 1997
    David Archibald           Finance, Chief           
                              Financial Officer 
                              (Principal Financial 
                              and Accounting 
                              Officer) 
 
 /s/ Carl E. Berg 
----------------------------  Director                 February 12, 1997
      Carl E. Berg                                      
 
 /s/ Alan F. Shugart
----------------------------  Director                 February 7, 1997
      Alan F. Shugart                                  



                                    6.
<PAGE>
                                  EXHIBIT INDEX



EXHIBIT 
NUMBER                                 DESCRIPTION 
 
 5.1          Opinion of Cooley Godward LLP 

23.1          Consent of Coopers & Lybrand LLP 
 
23.2          Consent of Cooley Godward LLP is contained in Exhibit 5.1 to 
              this Registration Statement 
 
24.1          Power of Attorney is contained on the signature pages. 

99.1          1996 Non-Employee Directors' Stock Option Plan 



                                  7.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17754}]
{"company-data": {"conformed-name": "VALENCE TECHNOLOGY INC", "cik": "0000885551", "assigned-sic": "8731", "irs-number": "770214673", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21669", "film-number": "97527794"}, "business-address": {"street1": "301 CONESTOGA WAY", "city": "HENDERSON", "state": "NV", "zip": "89015", "phone": "7025581000"}, "mail-address": {"street1": "301 CONESTOGA WAY", "city": "HENDERSON", "state": "NV", "zip": "89015"}}
As filed with the Securities and Exchange Commission on February 12, 1997
                                                    Registration No. 333-  
---------------------------------------------------------------------------
---------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                            VALENCE TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
                                                       
                            ------------------------

         Delaware                                    77-0214673
 (State of Incorporation)              (I.R.S. Employer Identification No.)

                            ------------------------
                                                       
                                301 CONESTOGA WAY
                            HENDERSON, NEVADA  89015
                                 (702) 558-1000
          (Address and telephone number of principal executive offices)
                                                       
                            ------------------------

                 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                               BRADLEY A. PERKINS
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            VALENCE TECHNOLOGY, INC.
                                301 CONESTOGA WAY
                            HENDERSON, NEVADA  89015
                                 (702) 558-1000
            (Name, address, including zip code, and telephone number, 
                   including area code, of agent for service)

                            ------------------------
                                                      
                                   Copies to:
                             Andrei M. Manoliu, Esq.
                               Cooley Godward LLP
                               5 Palo Alto Square
                               3000 El Camino Real
                          Palo Alto, California  94306
                                 (415) 843-5000
                                                      
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------

TITLE OF SECURITIES TO    AMOUNT TO BE   PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE      AMOUNT OF 
    BE REGISTERED          REGISTERED       PRICE PER SHARE (1)          OFFERING PRICE (1)      REGISTRATION FEE 
-----------------------------------------------------------------------------------------------------------------
Stock Options and Common 
Stock (par value $.001)     250,000             $6.29                        $1,572,500               $477 
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
______________

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h).  The price per share and
     aggregate offering price are based upon the average of the high and low
     prices of Registrant's Common Stock on February 6, 1997 as reported on the
     NASDAQ National Market System. 
                                                                           
------------------------------------------------------------------------------
------------------------------------------------------------------------------

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Valence Technology, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:  

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.  

     (c)  The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.  

     All reports and other 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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.  

                            DESCRIPTION OF SECURITIES

     Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                      1.
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Bylaws provide that the Company will indemnify its directors
and executive officers and may indemnify its other officers, employees and other
agents to the fullest extent permitted by Delaware law.  The Company is also
empowered under its Bylaws to enter into indemnification contracts with its
directors and officers and to purchase insurance on behalf of any person whom it
is required or permitted to indemnify.  Pursuant to this provision, the Company
has entered into indemnity agreements with each of its directors and officers.

     In addition, the Company's Second Amended and Restated Certificate of
Incorporation provides that, to the fullest extent permitted by Delaware law,
the Company's directors will not be personally liable for monetary damages for
breach of the directors' fiduciary duty of care to the Company and its
stockholders.  This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as an injunction or other forms of non-monetary relief would remain
available under Delaware law.  Each director will continue to be subject to
liability for breach of the director's duty of loyalty of the Company, for acts
or omissions not in good faith or involving intentional misconduct or known
violations of law, for acts or omissions that the director believes to be
contrary to the best interests of the Company or its stockholders, for any
transaction from which the director derived an improper personal benefit, for
acts or omissions involving a reckless disregard for the director's duty to the
Company or its stockholders when the director was aware or should have been
aware of a risk of serious injury to the Company or its stockholders, for acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its stockholders, for
improper transactions between the director and the Company and for improper
distribution to stockholders and improper loans to directors and officers.  This
provisions also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.

     The Company has obtained directors and officers liability insurance with
coverage of $2,000,000.

                       EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                    EXHIBITS

EXHIBIT 
NUMBER                               DESCRIPTION 

                                      2.
5.1        Opinion of Cooley Godward LLP 

23.1        Consent of Coopers & Lybrand LLP 
 
23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to 
            this Registration Statement 
 
24.1        Power of Attorney is contained on the signature pages. 

99.1        1996 Non-Employee Directors' Stock Option Plan 

                                  UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (a)  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;

           (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 dollar value of 
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) (Section 230.424(b) of this chapter) 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)(i) and (a)(ii) do not apply if 
the registration statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the issuer pursuant to section 13 or 
section 15(d) of the Exchange Act that are incorporated by reference in the 
registration statement.

          (b)  That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment 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.

          (c)  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.

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

     3.   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 

                                      3.
been advised that in the opinion of the Securities and Exchange 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.

                                      4.
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Henderson, State of
Nevada, on February 12, 1997.

                                   VALENCE TECHNOLOGY, INC.

                                   By  /s/ Calvin L. Reed
                                      ----------------------------------
                                        Calvin L. Reed
                                        President and Chief Executive
                                        Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Calvin L. Reed and Bradley A. Perkins,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, 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 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

                                      5.
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/ Calvin L. Reed
----------------------------  President, Chief         February 6, 1997
     Calvin L. Reed           Executive Officer,       
                              and Chairman of the 
                              Board (Principal 
                              Executive Officer) 
 
 /s/ David Archibald
----------------------------  Vice President,          February 6, 1997
    David Archibald           Finance, Chief           
                              Financial Officer 
                              (Principal Financial 
                              and Accounting 
                              Officer) 
 
 /s/ Carl E. Berg 
----------------------------  Director                 February 12, 1997
      Carl E. Berg                                      
 
 /s/ Alan F. Shugart
----------------------------  Director                 February 7, 1997
      Alan F. Shugart                                  

                                    6.
EXHIBIT INDEX

EXHIBIT 
NUMBER                                 DESCRIPTION 
 
 5.1          Opinion of Cooley Godward LLP 

23.1          Consent of Coopers & Lybrand LLP 
 
23.2          Consent of Cooley Godward LLP is contained in Exhibit 5.1 to 
              this Registration Statement 
 
24.1          Power of Attorney is contained on the signature pages. 

99.1          1996 Non-Employee Directors' Stock Option Plan 

                                  7.