<PAGE>


                                                       Registration No._________

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

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                                  ZORAN CORPORATION
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)

            Delaware                                   94-2794449
 ---------------------------------       -------------------------------------
  (State or other jurisdiction of         (I.R.S. employer identification no.)
   incorporation or organization)

                                 3112 Scott Boulevard
                            Santa Clara, California 95054
                 ----------------------------------------------------
                 (Address of principal executive offices)  (Zip code)

                                  ZORAN CORPORATION
                              1993 STOCK OPTION PLAN AND
                          1995 EMPLOYEE STOCK PURCHASE PLAN
                 ----------------------------------------------------
                               (Full title of the plan)

                                 Levy Gerzberg, Ph.D.
                        President and Chief Executive Officer
                                  Zoran Corporation
                                 3112 Scott Boulevard
                            Santa Clara, California 95054
                  ----------------------------------------------------
                       (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 919-4111.

This registration statement, including all exhibits and attachments, contains 10
pages.  The exhibit index may be found on page 8 of the consecutively numbered
pages of the registration statement.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                      1

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

                       CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------
                                                 Proposed         Proposed
                                                 maximum           maximum
Title of Securities         Amount to be    offering price per    aggregate             Amount of 
to be registered(1)          registered           share(2)      offering price(2)   registration fee
----------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                 <C>                 <C>

1993 STOCK OPTION PLAN
Common Stock                  440,533              $19.75        $8,700,526.75
Par Value $0.001              209,467              $24.1875      $5,066,483.06


1995 EMPLOYEE STOCK PURCHASE PLAN
Common Stock                  150,000              $20.5594      $3,083,910.00
Par Value $0.001

TOTALS                        800,000                           $16,850,919.81        $5,106.34
</TABLE>
---------------------
(1)  The securities to be registered include options and rights to acquire such
     Common Stock.

(2)  Estimated pursuant to Rule 457 solely for purposes of calculating the 
     registration fee.  As to shares subject to outstanding  but unexercised 
     options under the 1993 Stock Option Plan, the price is computed on the 
     basis of the weighted average exercise price.  As to the remaining 
     shares under the 1993 Stock Option Plan, the price is based upon the 
     average of the high and low prices of the Common Stock on September 29, 
     1997, as reported on the National Association of Securities Dealers 
     Automated Quotations System.  The 1995 Employee Stock Purchase Plan 
     establishes a purchase price equal to 85% of the fair market value of 
     the Company's Common Stock and, therefore, the price for purchase rights 
     under this plan is based upon 85% of the average of the high and low 
     prices of the Common Stock on September 29, 1997, as reported on the 
     National Association of Securities Dealers Automated Quotations System.

                                       2

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (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"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1996, as filed with the Securities and
Exchange Commission.

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

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

     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 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

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Delaware law authorizes corporations to eliminate the personal liability 
of directors to corporations and their stockholders for monetary damages for 
breach or alleged breach of the directors' "duty of care."  While the 
relevant statute does not change directors' duty of care, it enables 
corporations to limit available relief to equitable remedies such as 
injunction or rescission. The statute has no effect on directors' duty of 
loyalty, acts or omissions not in good faith or involving intentional 
misconduct or knowing violations of law, illegal payment of dividends and 
approval of any transaction from which a director derives an improper 
personal benefit.

                                  3

<PAGE>

     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.  The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law.  Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.

ITEM 8. EXHIBITS

     See Exhibit Index.

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:

              (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;

            (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)(l)(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-

                                 4

<PAGE>

effective amendment by those paragraphs is contained in periodic reports 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Exchange Act that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act 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)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

          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
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.

     (h)  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 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                  5

<PAGE>

                                      SIGNATURE

     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 Santa Clara, State of California, on 
October 1, 1997.

                                  Zoran Corporation

                                   By:    /s/ Levy Gerzberg
                                         --------------------------------------
                                          Levy Gerzberg, Ph.D.,
                                          President and Chief Executive Officer

                                    6
<PAGE>

                           SIGNATURES AND POWER OF ATTORNEY

     The officers and directors of Zoran Corporation whose signatures appear 
below, hereby constitute and appoint Levy Gerzberg, Ph.D. and Ami Kraft, and 
each of them, their true and lawful attorneys and agents, with full power of 
substitution, each with power to act alone, to sign and execute on behalf of 
the undersigned any amendment or amendments to this registration statement on 
Form S-8, and each of the undersigned does hereby ratify and confirm all that 
each of said attorney and agent, or their or his substitutes, shall do or 
cause to be done by virtue hereof.  Pursuant to the requirements of the 
Securities Act of 1933, as amended, this registration statement has been 
signed by the following persons in the capacities indicated on October 1, 
1997.

Signature                   Title

/s/ Levy Gerzberg           President, Chief Executive Officer, and Director
------------------------    (Principal Executive Officer)
Levy Gerzberg, Ph.D.

/s/ Ami Kraft               Vice President, Finance and Chief Financial Officer
------------------------    (Principal Financial and Accounting Officer)
Ami Kraft

/s/ Uzia Galil              Chairman of the Board of Directors
------------------------
Uzia Galil

/s/ George T. Haber         Director
------------------------
George T. Haber

/s/ James D. Meindl         Director
------------------------
James D. Meindl

/s/ Arthur B. Stabenow      Director
------------------------
Arthur B. Stabenow

/s/ Philip M. Young         Director
------------------------
Philip M. Young

                                        7

<PAGE>

                                    EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                Sequentially
                                                                               Numbered Page
<C>  <S>                                                                       <C>
4.1  Restated Certificate of Incorporation of the Company is 
     incorporated by reference to Exhibit 3.2 to the Company's Registration 
     Statement on Form SB-2 filed with the Securities and Exchange 
     Commission, effective on December 14, 1995 (No. 33-98630-LA)                   --

4.2  Bylaws of the Company are incorporated by reference to Exhibit 3.3 to 
     the Company's Registration Statement on Form SB-2 filed with the 
     Securities and Exchange Commission, effective on December 14, 1995 (No. 
     33-98630-LA)                                                                   --

5    Opinion re legality                                                             9

23.1 Consent of Counsel (included in Exhibit 5)                                     --

23.2 Consent of Price Waterhouse LLP                                                10

24   Power of Attorney (included in signature pages to this registration
     statement)                                                                     --

                                        8

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16006}]
{"company-data": {"conformed-name": "ZORAN CORP \\DE\\", "cik": "0001003022", "assigned-sic": "3674", "irs-number": "942794449", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37111", "film-number": "97690446"}, "business-address": {"street1": "2041 MISSION COLLEGE BLVD", "street2": "SUITE 255", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4089861314"}, "mail-address": {"street1": "2041 MISSION COLLEGE BLVD", "street2": "SUITE 255", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
Registration No._________

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

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                                  ZORAN CORPORATION
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)

            Delaware                                   94-2794449
 ---------------------------------       -------------------------------------
  (State or other jurisdiction of         (I.R.S. employer identification no.)
   incorporation or organization)

                                 3112 Scott Boulevard
                            Santa Clara, California 95054
                 ----------------------------------------------------
                 (Address of principal executive offices)  (Zip code)

                                  ZORAN CORPORATION
                              1993 STOCK OPTION PLAN AND
                          1995 EMPLOYEE STOCK PURCHASE PLAN
                 ----------------------------------------------------
                               (Full title of the plan)

                                 Levy Gerzberg, Ph.D.
                        President and Chief Executive Officer
                                  Zoran Corporation
                                 3112 Scott Boulevard
                            Santa Clara, California 95054
                  ----------------------------------------------------
                       (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408) 919-4111.

This registration statement, including all exhibits and attachments, contains 10
pages.  The exhibit index may be found on page 8 of the consecutively numbered
pages of the registration statement.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                      1
----------------------------------------------------------------------------------------------------

                       CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------
                                                 Proposed         Proposed
                                                 maximum           maximum
Title of Securities         Amount to be    offering price per    aggregate             Amount of 
to be registered(1)          registered           share(2)      offering price(2)   registration fee
----------------------------------------------------------------------------------------------------
1993 STOCK OPTION PLAN
Common Stock                  440,533              $19.75        $8,700,526.75
Par Value $0.001              209,467              $24.1875      $5,066,483.06

1995 EMPLOYEE STOCK PURCHASE PLAN
Common Stock                  150,000              $20.5594      $3,083,910.00
Par Value $0.001

TOTALS                        800,000                           $16,850,919.81        $5,106.34
---------------------
(1)  The securities to be registered include options and rights to acquire such
     Common Stock.

(2)  Estimated pursuant to Rule 457 solely for purposes of calculating the 
     registration fee.  As to shares subject to outstanding  but unexercised 
     options under the 1993 Stock Option Plan, the price is computed on the 
     basis of the weighted average exercise price.  As to the remaining 
     shares under the 1993 Stock Option Plan, the price is based upon the 
     average of the high and low prices of the Common Stock on September 29, 
     1997, as reported on the National Association of Securities Dealers 
     Automated Quotations System.  The 1995 Employee Stock Purchase Plan 
     establishes a purchase price equal to 85% of the fair market value of 
     the Company's Common Stock and, therefore, the price for purchase rights 
     under this plan is based upon 85% of the average of the high and low 
     prices of the Common Stock on September 29, 1997, as reported on the 
     National Association of Securities Dealers Automated Quotations System.

                                       2
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (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"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1996, as filed with the Securities and
Exchange Commission.

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

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

     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 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

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Delaware law authorizes corporations to eliminate the personal liability 
of directors to corporations and their stockholders for monetary damages for 
breach or alleged breach of the directors' "duty of care."  While the 
relevant statute does not change directors' duty of care, it enables 
corporations to limit available relief to equitable remedies such as 
injunction or rescission. The statute has no effect on directors' duty of 
loyalty, acts or omissions not in good faith or involving intentional 
misconduct or knowing violations of law, illegal payment of dividends and 
approval of any transaction from which a director derives an improper 
personal benefit.

                                  3
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.  The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law.  Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.

ITEM 8. EXHIBITS

     See Exhibit Index.

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:

              (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;

            (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)(l)(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-

                                 4
effective amendment by those paragraphs is contained in periodic reports 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Exchange Act that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act 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)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

          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
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.

     (h)  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 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                  5
SIGNATURE

     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 Santa Clara, State of California, on 
October 1, 1997.

                                  Zoran Corporation

                                   By:    /s/ Levy Gerzberg
                                         --------------------------------------
                                          Levy Gerzberg, Ph.D.,
                                          President and Chief Executive Officer

                                    6
SIGNATURES AND POWER OF ATTORNEY

     The officers and directors of Zoran Corporation whose signatures appear 
below, hereby constitute and appoint Levy Gerzberg, Ph.D. and Ami Kraft, and 
each of them, their true and lawful attorneys and agents, with full power of 
substitution, each with power to act alone, to sign and execute on behalf of 
the undersigned any amendment or amendments to this registration statement on 
Form S-8, and each of the undersigned does hereby ratify and confirm all that 
each of said attorney and agent, or their or his substitutes, shall do or 
cause to be done by virtue hereof.  Pursuant to the requirements of the 
Securities Act of 1933, as amended, this registration statement has been 
signed by the following persons in the capacities indicated on October 1, 
1997.

Signature                   Title

/s/ Levy Gerzberg           President, Chief Executive Officer, and Director
------------------------    (Principal Executive Officer)
Levy Gerzberg, Ph.D.

/s/ Ami Kraft               Vice President, Finance and Chief Financial Officer
------------------------    (Principal Financial and Accounting Officer)
Ami Kraft

/s/ Uzia Galil              Chairman of the Board of Directors
------------------------
Uzia Galil

/s/ George T. Haber         Director
------------------------
George T. Haber

/s/ James D. Meindl         Director
------------------------
James D. Meindl

/s/ Arthur B. Stabenow      Director
------------------------
Arthur B. Stabenow

/s/ Philip M. Young         Director
------------------------
Philip M. Young

                                        7
EXHIBIT INDEX
Sequentially
                                                                               Numbered Page
4.1  Restated Certificate of Incorporation of the Company is 
     incorporated by reference to Exhibit 3.2 to the Company's Registration 
     Statement on Form SB-2 filed with the Securities and Exchange 
     Commission, effective on December 14, 1995 (No. 33-98630-LA)                   --

4.2  Bylaws of the Company are incorporated by reference to Exhibit 3.3 to 
     the Company's Registration Statement on Form SB-2 filed with the 
     Securities and Exchange Commission, effective on December 14, 1995 (No. 
     33-98630-LA)                                                                   --

5    Opinion re legality                                                             9

23.1 Consent of Counsel (included in Exhibit 5)                                     --

23.2 Consent of Price Waterhouse LLP                                                10

24   Power of Attorney (included in signature pages to this registration
     statement)                                                                     --

                                        8