<PAGE>

            As filed with the Securities and Exchange Commission on June 4, 1996
                                                    Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 GYNECARE, INC.
             (Exact name of Registrant as specified in its charter)


          Delaware                                  94-3197941
         ----------                                 ----------
  (State or other jurisdiction           (I.R.S. Employer Identification No.)
of incorporation or organization)


                             235 Constitution Drive
                          Menlo Park, California 94025
   (Address, including zip code, of Registrant's principal executive offices)


                             1994 STOCK OPTION PLAN
                            1995 DIRECTOR OPTION PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)


                                WILLIAM M. HUNTER
                      President and Chief Executive Officer
                                 GYNECARE, INC.
                             235 Constitution Drive
                          Menlo Park, California 94025
                                 (415) 614-2500
(Name, address, and telephone number, including area code, of agent for service)


                                    COPY TO:
                            ROBERT T. CLARKSON, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (415) 493-9300

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                            PROPOSED               PROPOSED
                                                                            MAXIMUM                MAXIMUM
                                                      AMOUNT                OFFERING               AGGREGATE             AMOUNT OF
           TITLE OF SECURITIES TO                     TO BE                   PRICE                OFFERING            REGISTRATION
                BE REGISTERED                       REGISTERED              PER SHARE                PRICE                  FEE
 <S>                                                <C>                     <C>                    <C>                 <C>
 Common Stock issuable upon exercise of
 options previously granted under 1994
 Stock Option Plan                                   456,977                $10.125/sh             $1,046,758             $  361

 Common Stock issuable upon exercise of
 options to be granted under 1994 Stock
 Option Plan                                         311,383                $10.19/sh(1)           $3,172,993             $1,094

 Common Stock issuable under 1995 Director
 Stock Option Plan                                   100,000                $10.19/sh(1)           $1,019,000              $ 351

 Common Stock issuable under 1995 Employee
 Stock Purchase Plan                                 150,000                $ 8.66/sh(1)           $1,299,000              $ 448


 Total shares of Common Stock                      1,018,360                                      $ 6,537,751             $2,254
</TABLE>

(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee.  Based upon the average of the high and
     low prices per share of the Common Stock on the Nasdaq National Market on
     May 28, 1996.

<PAGE>

                                 GYNECARE, INC.

                       REGISTRATION STATEMENT ON FORM S-8




PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     There are hereby incorporated by reference into this Registration Statement
and into the Prospectus relating to this Registration Statement pursuant to
Rule 428 the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

     1.   The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated November 9, 1995 filed
pursuant to Section 12 of the Securities Exchange Act of 1934.

     2.   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.

     3.   The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1996.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
hereof, and 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 part hereof from the date of filing of such documents.


Item 4.   DESCRIPTION OF SECURITIES

          Not Applicable.


                                      II-1

<PAGE>


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the issuance of the shares of Common Stock being
registered hereby are being passed upon for the Registrant by Wilson, Sonsini,
Goodrich & Rosati, Professional Corporation, Palo Alto, California.  Certain
members of Wilson, Sonsini, Goodrich & Rosati and investment partnerships of
which such persons are partners beneficially own 7,535 shares of the
Registrant's Common Stock.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant's Certificate of Incorporation and Bylaws contain
certain provisions relating to the limitation of liability and indemnification
of directors and officers.  The Registrant's Certificate of Incorporation
provides that directors of the Registrant may not be held personally liable to
the Registrant or its stockholders for monetary damages for a breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, relating
to prohibited dividends, distributions and repurchases or redemptions of stock,
or (iv) for any transaction from which the director derives an improper benefit.
However, such limitation does not limit the availability of non-monetary relief
in any action or proceeding against a director.  In addition, the Registrant's
Certificate of Incorporation and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent authorized by
Delaware law.

          The Registrant has entered into agreements to indemnify its directors
and executive officers, in addition to indemnification provided for in the
Registrant's Bylaws.  These agreements, among other things, indemnify the
Registrant's directors and executive officers for certain expenses including
attorneys' fees, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Registrant arising out of such person's services as a director or executive
officer of the Registrant, a subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.


Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.


                                      II-2

<PAGE>

Item 8.   EXHIBITS


 Exhibit
 Number                                 Document
 -------       -----------------------------------------------------------------
  4.1*         1994 Stock Option Plan
  4.2*         1995 Director Option Plan
  4.3*         1995 Employee Stock Purchase Plan
  5.1          Opinion of counsel as to legality of securities being registered
  23.1         Consent of Coopers & Lybrand, L.L.P., Independent Accountants.
  23.2         Consent of Counsel (contained in Exhibit 5.1).
  24.1         Power of Attorney (see page II-5).

- ---------------------
*Filed as an exhibit to Registration Statement on Form SB-2 (File No. 33-97910-
LA), as filed with the SEC on November 7, 1995.


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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

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


                                      II-3

<PAGE>

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the items described in Item 6
of Part II of this Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.


                                      II-4

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Gynecare, Inc., 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 Menlo Park, State of California, on the 31st day
of May, 1996.

                                   GYNECARE, INC.


                                   By: /s/ William M. Hunter
                                      ---------------------------------
                                      William M. Hunter, President and
                                      Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William M. Hunter and Malcolm M.
Farnsworth, Jr. and each of them, acting individually, as his attorney-in-fact,
with full power of substitution, for him and in any and all capacities, to sign
any and all amendments to this Registration Statement (including post-effective
amendments) and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement.

     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/ William M. Hunter           President, Chief Executive Officer  May 31, 1996
- ------------------------------  and Director (Principal Executive
William M. Hunter               Officer)

/s/ Malcolm M. Farnsworth, Jr.  Vice President and Chief Financial  May 31, 1996
- ------------------------------  Officer (Principal Financial and
Malcolm M. Farnsworth, Jr.      Accounting Officer)

/s/ Elizabeth B. Connell        Director                            May 31, 1996
- ------------------------------
Elizabeth B. Connell, M.D.

/s/ David L. Douglass           Director                            May 31, 1996
- ------------------------------
David L. Douglass

/s/ A. Grant Heidrich           Director                            May 31, 1996
- ------------------------------
A. Grant Heidrich

/s/ Alan Levy                   Director                            May 31, 1996
- ------------------------------
Alan Levy, Ph.D.

/s/ Mary Lake  Polan            Director                            May 31, 1996
- ------------------------------
Mary Lake Polan, M.D., Ph. D.

/s/ F. Thomas Watkins, III      Director                            May 31, 1996
- ------------------------------
F. Thomas Watkins, III


                                      II-5

<PAGE>

                                 GYNECARE, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS



 Exhibit
 Number                        Description
 -------       ----------------------------------------------------
  4.1*         1994 Stock Option Plan
  4.2*         1995 Director Option Plan
  4.3*         1995 Employee Stock Purchase Plan
  5.1          Opinion of counsel as to legality of securities
               being registered
  23.1         Consent of Coopers & Lybrand, L.L.P., Independent
               Accountants
  23.2         Consent of Counsel (contained in Exhibit 5.1)
  24.1         Power of Attorney (see page II-5)
- -------------------
*    Filed as an exhibit to Registration Statement on Form SB-2
     (File No. 33-97910-LA), as filed with the SEC on November 7, 1995.


                                       S-1
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15639}]
{"company-data": {"conformed-name": "GYNECARE INC", "cik": "0001002243", "assigned-sic": "3845", "irs-number": "943197941", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05161", "film-number": "96576600"}, "business-address": {"street1": "235 CONSTITUTION DRIVE", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "4156142500"}, "mail-address": {"street1": "235 CONSTITUTION DRIVE", "city": "MENLO PARK", "state": "CA", "zip": "94025"}}
As filed with the Securities and Exchange Commission on June 4, 1996
                                                    Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 GYNECARE, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                  94-3197941
         ----------                                 ----------
  (State or other jurisdiction           (I.R.S. Employer Identification No.)
of incorporation or organization)

                             235 Constitution Drive
                          Menlo Park, California 94025
   (Address, including zip code, of Registrant's principal executive offices)

                             1994 STOCK OPTION PLAN
                            1995 DIRECTOR OPTION PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                WILLIAM M. HUNTER
                      President and Chief Executive Officer
                                 GYNECARE, INC.
                             235 Constitution Drive
                          Menlo Park, California 94025
                                 (415) 614-2500
(Name, address, and telephone number, including area code, of agent for service)

                                    COPY TO:
                            ROBERT T. CLARKSON, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (415) 493-9300

                         CALCULATION OF REGISTRATION FEE
PROPOSED               PROPOSED
                                                                            MAXIMUM                MAXIMUM
                                                      AMOUNT                OFFERING               AGGREGATE             AMOUNT OF
           TITLE OF SECURITIES TO                     TO BE                   PRICE                OFFERING            REGISTRATION
                BE REGISTERED                       REGISTERED              PER SHARE                PRICE                  FEE
Common Stock issuable upon exercise of
 options previously granted under 1994
 Stock Option Plan                                   456,977                $10.125/sh             $1,046,758             $  361

 Common Stock issuable upon exercise of
 options to be granted under 1994 Stock
 Option Plan                                         311,383                $10.19/sh(1)           $3,172,993             $1,094

 Common Stock issuable under 1995 Director
 Stock Option Plan                                   100,000                $10.19/sh(1)           $1,019,000              $ 351

 Common Stock issuable under 1995 Employee
 Stock Purchase Plan                                 150,000                $ 8.66/sh(1)           $1,299,000              $ 448

 Total shares of Common Stock                      1,018,360                                      $ 6,537,751             $2,254
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee.  Based upon the average of the high and
     low prices per share of the Common Stock on the Nasdaq National Market on
     May 28, 1996.
GYNECARE, INC.

                       REGISTRATION STATEMENT ON FORM S-8

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     There are hereby incorporated by reference into this Registration Statement
and into the Prospectus relating to this Registration Statement pursuant to
Rule 428 the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

     1.   The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated November 9, 1995 filed
pursuant to Section 12 of the Securities Exchange Act of 1934.

     2.   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.

     3.   The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1996.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
hereof, and 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 part hereof from the date of filing of such documents.

Item 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

                                      II-1
Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the issuance of the shares of Common Stock being
registered hereby are being passed upon for the Registrant by Wilson, Sonsini,
Goodrich & Rosati, Professional Corporation, Palo Alto, California.  Certain
members of Wilson, Sonsini, Goodrich & Rosati and investment partnerships of
which such persons are partners beneficially own 7,535 shares of the
Registrant's Common Stock.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant's Certificate of Incorporation and Bylaws contain
certain provisions relating to the limitation of liability and indemnification
of directors and officers.  The Registrant's Certificate of Incorporation
provides that directors of the Registrant may not be held personally liable to
the Registrant or its stockholders for monetary damages for a breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, relating
to prohibited dividends, distributions and repurchases or redemptions of stock,
or (iv) for any transaction from which the director derives an improper benefit.
However, such limitation does not limit the availability of non-monetary relief
in any action or proceeding against a director.  In addition, the Registrant's
Certificate of Incorporation and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent authorized by
Delaware law.

          The Registrant has entered into agreements to indemnify its directors
and executive officers, in addition to indemnification provided for in the
Registrant's Bylaws.  These agreements, among other things, indemnify the
Registrant's directors and executive officers for certain expenses including
attorneys' fees, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Registrant arising out of such person's services as a director or executive
officer of the Registrant, a subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

                                      II-2
Item 8.   EXHIBITS

 Exhibit
 Number                                 Document
 -------       -----------------------------------------------------------------
  4.1*         1994 Stock Option Plan
  4.2*         1995 Director Option Plan
  4.3*         1995 Employee Stock Purchase Plan
  5.1          Opinion of counsel as to legality of securities being registered
  23.1         Consent of Coopers & Lybrand, L.L.P., Independent Accountants.
  23.2         Consent of Counsel (contained in Exhibit 5.1).
  24.1         Power of Attorney (see page II-5).

- ---------------------
*Filed as an exhibit to Registration Statement on Form SB-2 (File No. 33-97910-
LA), as filed with the SEC on November 7, 1995.

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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

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

                                      II-3
(h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the items described in Item 6
of Part II of this Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Gynecare, Inc., 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 Menlo Park, State of California, on the 31st day
of May, 1996.

                                   GYNECARE, INC.

                                   By: /s/ William M. Hunter
                                      ---------------------------------
                                      William M. Hunter, President and
                                      Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William M. Hunter and Malcolm M.
Farnsworth, Jr. and each of them, acting individually, as his attorney-in-fact,
with full power of substitution, for him and in any and all capacities, to sign
any and all amendments to this Registration Statement (including post-effective
amendments) and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement.

     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/ William M. Hunter           President, Chief Executive Officer  May 31, 1996
- ------------------------------  and Director (Principal Executive
William M. Hunter               Officer)

/s/ Malcolm M. Farnsworth, Jr.  Vice President and Chief Financial  May 31, 1996
- ------------------------------  Officer (Principal Financial and
Malcolm M. Farnsworth, Jr.      Accounting Officer)

/s/ Elizabeth B. Connell        Director                            May 31, 1996
- ------------------------------
Elizabeth B. Connell, M.D.

/s/ David L. Douglass           Director                            May 31, 1996
- ------------------------------
David L. Douglass

/s/ A. Grant Heidrich           Director                            May 31, 1996
- ------------------------------
A. Grant Heidrich

/s/ Alan Levy                   Director                            May 31, 1996
- ------------------------------
Alan Levy, Ph.D.

/s/ Mary Lake  Polan            Director                            May 31, 1996
- ------------------------------
Mary Lake Polan, M.D., Ph. D.

/s/ F. Thomas Watkins, III      Director                            May 31, 1996
- ------------------------------
F. Thomas Watkins, III

                                      II-5
GYNECARE, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

 Exhibit
 Number                        Description
 -------       ----------------------------------------------------
  4.1*         1994 Stock Option Plan
  4.2*         1995 Director Option Plan
  4.3*         1995 Employee Stock Purchase Plan
  5.1          Opinion of counsel as to legality of securities
               being registered
  23.1         Consent of Coopers & Lybrand, L.L.P., Independent
               Accountants
  23.2         Consent of Counsel (contained in Exhibit 5.1)
  24.1         Power of Attorney (see page II-5)
- -------------------
*    Filed as an exhibit to Registration Statement on Form SB-2
     (File No. 33-97910-LA), as filed with the SEC on November 7, 1995.

                                       S-1