<PAGE>

  As filed with the Securities and Exchange Commission on November 16, 2000

                                                       File No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------

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


                          RENAISSANCE WORLDWIDE, INC.

            (Exact name of registrant as specified in its charter)

         Massachusetts                                     04-2920563
   (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                    Identification No.)


                               52 Second Avenue
                         Waltham, Massachusetts 02451
         (Address of principal executive offices, including zip code)

                  RENAISSANCE WORLDWIDE, INC. 1996 STOCK PLAN
        RENAISSANCE WORLDWIDE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN,
        RENAISSANCE WORLDWIDE, INC. 1998 ACQUISITION STOCK OPTION PLAN,
       RENAISSANCE WORLDWIDE, INC. 1998 INTERNATIONAL STOCK OPTION PLAN

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

                           (Full title of the plan)

                        Christopher D.T. Guiffre, Esq.
                      Vice President and General Counsel
                          Renaissance Worldwide, Inc.
                               52 Second Avenue
                         Waltham, Massachusetts  02451
                                (781) 290-3028
                       ---------------------------------


(Name, Address and Telephone Number, including Area Code, of Agent for Service)



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Title of Securities       Amount to be      Proposed maximum        Proposed maximum       Amount of
to be registered          registered        offering price          aggregate offering     registration fee
                                            per share               price (1)              (2)
----------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                     <C>                    <C>
Common Stock,
no par value           7,303,832 shares        $1.17185 (1)          $8,558,995.50          $2,259.57
================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     prices of Common Stock, not par value, reported on the NASDAQ National
     Market November 10, 2000.

                          Exhibit Index on page II-5;
                              Page 1 of 7 pages.
--------------------------------------------------------------------------------
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          Renaissance Worldwide, Inc. (the "Registrant" or the "Company") hereby
                                            ----------          -------
incorporates the following documents herein by reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 25, 1999 as filed with the Securities and Exchange
               Commission (the "Commission") on March 24, 2000.
                                ----------

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2000 filed with the Commission on October 31, 2000.

          (c)  The Company's Current Report on Form 8-K as filed with the
               Commission on March 24, 2000 and the Company's Current Report on
               Form 8-K as filed with the Commission on June 21, 2000.

          (d)  The description of the Company's Common Stock contained in its
               registration statement on Form 8-A, File No. 0-28192.

All documents subsequently filed by the Registrant or the Plan pursuant to
Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference from the date of filing of such documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Massachusetts General Laws, Chapter 156B, Section 67, empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as such with respect to another corporation or other entity at the
request of such corporation, unless such person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that
such action was in the best interests of the Company. The Company's Restated
Articles of Organization, as amended and restated, contains provisions that
require the Company to indemnify its directors and officers to the fullest
extent permitted by Massachusetts law.

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

          Not applicable.

                                     II-1
<PAGE>

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

          Exhibit

          4.1.   Restated Articles of Organization of Registrant (incorporated
                 by reference to Exhibit 3.1 of the Registrant's Registration
                 Statement on Form S-1, File No. 333-19991).

          4.2.   Articles of Amendment to Restated Articles of Organization as
                 filed in Massachusetts on July 30, 1997 (incorporated by
                 reference to Exhibit 3.3 of the Registrant's Report on Form 10-
                 K for the transition period from June 28, 1997 to December 27,
                 1997, File No. 0-28192).

          4.3.   Articles of Amendment to Restated Articles of Organization as
                 filed in Massachusetts on January 8, 1998 (incorporated by
                 reference to Exhibit 3.4 of the Registrant's Report on Form 10-
                 K for the transition period from June 28, 1997 to December 27,
                 1997, File No. 0-28192).

          4.4.   Second Amended and Restated By-laws of Registrant (incorporated
                 by reference to Exhibit 3.5 of the Registrant's Report on Form
                 10-K for the transition period from June 28, 1997 to December
                 27, 1997, File No. 0-28192).

          5.     Opinion of Ropes & Gray.

          23.1.  Consent of PricewaterhouseCoopers LLP.

          23.2.  Consent of Katch, Tyson & Company.

          23.3.  Consent of Goldstein Golub Kessler LLP.

          23.4.  Consent of Ropes & Gray (contained in the opinion filed as
                 Exhibit 5 to this registration statement).

          24.    Power of Attorney (included on signature page).

Item 9.   Undertakings.
          ------------

          (a)    The undersigned Registrant hereby undertakes:

                 (1)  to file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement,
          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, (ii) to reflect in the prospectus any facts or
          events arising after the effective date of the registration statement
          (or the most recent post-effective amendment thereof), which,
          individually or in the aggregate, represent a fundamental change in
          the information set forth in the registration statement, and (iii) to
          include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;
          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
          --------  -------
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

                 (2)  that, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof;

                 (3)  to remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b)    The undersigned Registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act of 1933,
                 each filing of the Registrant's annual report pursuant to
                 Section 13(a) or Section 15(d) of the Securities Exchange Act
                 of 1934 that is incorporated by reference in the

                                     II-2
<PAGE>

                 registration statement shall be deemed to be a new registration
                 statement relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed to be
                 the initial bona fide offering thereof.

          (c)    Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In the
                 event that a claim for indemnification against such liabilities
                 (other than the payment by the Registrant of expenses incurred
                 or paid by a director, officer or controlling person of the
                 Registrant 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.

                                     II-3
<PAGE>

                                  SIGNATURES

     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Waltham, The Commonwealth of Massachusetts, on
this 16th day of November, 2000.

                                    RENAISSANCE WORLDWIDE, INC.



                                    By: /s/ G. Drew Conway
                                        -------------------------------
                                        Name:  G. Drew Conway
                                        Title: Chairman and Chief Executive
                                               Officer



                               POWER OF ATTORNEY
                               -----------------

     Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and constitutes G. Drew Conway, Christopher D.T. Guiffre
and Keith F. Higgins, and each of them singly, his true and lawful attorneys
with full power to them, and each of them singly, to sign for him and in his
name in the capacities indicated below any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, and he hereby
ratifies and confirms his signature as it may be signed by said attorneys, or
any of them, to any and all such amendments.


      Signature               Capacity in Which Signed          Date
      ---------               ------------------------          ----



/s/ G. Drew Conway          Chairman and Chief Executive     November 16, 2000
----------------------                Officer
G. Drew Conway

                             Chief Financial Officer         November 16, 2000
/s/ Joseph F. Pesce               and Treasurer
----------------------
    Joseph F. Pesce


/s/ Robert P. Badavas                Director                November 16, 2000
----------------------
    Robert P. Badavas


/s/ Paul C. O'Brien                  Director                November 16, 2000
----------------------
 Paul C. O'Brien

                                     II-4
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Number                                    Title of Exhibit                                           Page
------                                    ----------------                                           ----
<S>                                                                                                  <C>
   4.1.           Restated Articles of Organization of Registrant (incorporated by
                  reference to Exhibit 3.1 of the Registrant's Registration
                  Statement on Form S-1, File No. 333-19991).

   4.2.           Articles of Amendment to Restated Articles of Organization as
                  filed in Massachusetts on July 30, 1997 (incorporated by
                  reference to Exhibit 3.3 of the Registrant's Report on Form 10-K
                  for the transition period from June 28, 1997 to December 27,
                  1997, File No. 02-38192).

   4.3.           Articles of Amendment to Restated Articles of Organization as
                  filed in Massachusetts on January 8, 1998 (incorporated by
                  reference to Exhibit 3.4 of the Registrant's Report on Form 10-K
                  for the transition period from June 28, 1997 to December 27,
                  1997, File No. 0-28192.)

   4.4.           Second Amended and Restated By-laws of Registrant (incorporated
                  by reference to Exhibit 3.5 of the Registrant's Report on Form
                  10-K for the transition period from June 28, 1997 to December
                  27, 1997, File No. 0-28192).

   5.             Opinion of Ropes & Gray.                                                     II-6

  23.1.           Consent of PricewaterhouseCoopers LLP.                                       II-7

  23.2.           Consent of Katch, Tyson & Company.                                           II-8

  23.3.           Consent of Goldstein Golub Kessler LLP.                                      II-9

  23.4.           Consent of Ropes & Gray (contained in the opinion filed as
                  Exhibit 5. to this registration statement).

  24.             Power of Attorney (included on Signature Page).
</TABLE>

                                     II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17138}]
{"company-data": {"conformed-name": "RENAISSANCE WORLDWIDE INC", "cik": "0001012123", "assigned-sic": "7370", "irs-number": "042920563", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50062", "film-number": "771427"}, "business-address": {"street1": "52 SECOND AVE", "city": "WALTHAM", "state": "MA", "zip": "02451", "phone": "6175276886"}, "mail-address": {"street1": "52 SECOND AVE", "city": "WALTHAM", "state": "MA", "zip": "02451"}, "former-company": {"former-conformed-name": "REGISTRY INC", "date-changed": "19960415"}}
As filed with the Securities and Exchange Commission on November 16, 2000

                                                       File No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          --------------------------

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

                          RENAISSANCE WORLDWIDE, INC.

            (Exact name of registrant as specified in its charter)

         Massachusetts                                     04-2920563
   (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                    Identification No.)

                               52 Second Avenue
                         Waltham, Massachusetts 02451
         (Address of principal executive offices, including zip code)

                  RENAISSANCE WORLDWIDE, INC. 1996 STOCK PLAN
        RENAISSANCE WORLDWIDE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN,
        RENAISSANCE WORLDWIDE, INC. 1998 ACQUISITION STOCK OPTION PLAN,
       RENAISSANCE WORLDWIDE, INC. 1998 INTERNATIONAL STOCK OPTION PLAN

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

                           (Full title of the plan)

                        Christopher D.T. Guiffre, Esq.
                      Vice President and General Counsel
                          Renaissance Worldwide, Inc.
                               52 Second Avenue
                         Waltham, Massachusetts  02451
                                (781) 290-3028
                       ---------------------------------

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Title of Securities       Amount to be      Proposed maximum        Proposed maximum       Amount of
to be registered          registered        offering price          aggregate offering     registration fee
                                            per share               price (1)              (2)
----------------------------------------------------------------------------------------------------------------
Common Stock,
no par value           7,303,832 shares        $1.17185 (1)          $8,558,995.50          $2,259.57
================================================================================================================
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     prices of Common Stock, not par value, reported on the NASDAQ National
     Market November 10, 2000.

                          Exhibit Index on page II-5;
                              Page 1 of 7 pages.
--------------------------------------------------------------------------------
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          Renaissance Worldwide, Inc. (the "Registrant" or the "Company") hereby
                                            ----------          -------
incorporates the following documents herein by reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 25, 1999 as filed with the Securities and Exchange
               Commission (the "Commission") on March 24, 2000.
                                ----------

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2000 filed with the Commission on October 31, 2000.

          (c)  The Company's Current Report on Form 8-K as filed with the
               Commission on March 24, 2000 and the Company's Current Report on
               Form 8-K as filed with the Commission on June 21, 2000.

          (d)  The description of the Company's Common Stock contained in its
               registration statement on Form 8-A, File No. 0-28192.

All documents subsequently filed by the Registrant or the Plan pursuant to
Section 13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference from the date of filing of such documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Massachusetts General Laws, Chapter 156B, Section 67, empowers a
Massachusetts corporation to indemnify any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation or was
serving as such with respect to another corporation or other entity at the
request of such corporation, unless such person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that
such action was in the best interests of the Company. The Company's Restated
Articles of Organization, as amended and restated, contains provisions that
require the Company to indemnify its directors and officers to the fullest
extent permitted by Massachusetts law.

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

          Not applicable.

                                     II-1
Item 8.   Exhibits.
          --------

          Exhibit

          4.1.   Restated Articles of Organization of Registrant (incorporated
                 by reference to Exhibit 3.1 of the Registrant's Registration
                 Statement on Form S-1, File No. 333-19991).

          4.2.   Articles of Amendment to Restated Articles of Organization as
                 filed in Massachusetts on July 30, 1997 (incorporated by
                 reference to Exhibit 3.3 of the Registrant's Report on Form 10-
                 K for the transition period from June 28, 1997 to December 27,
                 1997, File No. 0-28192).

          4.3.   Articles of Amendment to Restated Articles of Organization as
                 filed in Massachusetts on January 8, 1998 (incorporated by
                 reference to Exhibit 3.4 of the Registrant's Report on Form 10-
                 K for the transition period from June 28, 1997 to December 27,
                 1997, File No. 0-28192).

          4.4.   Second Amended and Restated By-laws of Registrant (incorporated
                 by reference to Exhibit 3.5 of the Registrant's Report on Form
                 10-K for the transition period from June 28, 1997 to December
                 27, 1997, File No. 0-28192).

          5.     Opinion of Ropes & Gray.

          23.1.  Consent of PricewaterhouseCoopers LLP.

          23.2.  Consent of Katch, Tyson & Company.

          23.3.  Consent of Goldstein Golub Kessler LLP.

          23.4.  Consent of Ropes & Gray (contained in the opinion filed as
                 Exhibit 5 to this registration statement).

          24.    Power of Attorney (included on signature page).

Item 9.   Undertakings.
          ------------

          (a)    The undersigned Registrant hereby undertakes:

                 (1)  to file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement,
          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, (ii) to reflect in the prospectus any facts or
          events arising after the effective date of the registration statement
          (or the most recent post-effective amendment thereof), which,
          individually or in the aggregate, represent a fundamental change in
          the information set forth in the registration statement, and (iii) to
          include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;
          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
          --------  -------
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

                 (2)  that, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof;

                 (3)  to remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b)    The undersigned Registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act of 1933,
                 each filing of the Registrant's annual report pursuant to
                 Section 13(a) or Section 15(d) of the Securities Exchange Act
                 of 1934 that is incorporated by reference in the

                                     II-2
registration statement shall be deemed to be a new registration
                 statement relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed to be
                 the initial bona fide offering thereof.

          (c)    Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In the
                 event that a claim for indemnification against such liabilities
                 (other than the payment by the Registrant of expenses incurred
                 or paid by a director, officer or controlling person of the
                 Registrant 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.

                                     II-3
SIGNATURES

     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Waltham, The Commonwealth of Massachusetts, on
this 16th day of November, 2000.

                                    RENAISSANCE WORLDWIDE, INC.

                                    By: /s/ G. Drew Conway
                                        -------------------------------
                                        Name:  G. Drew Conway
                                        Title: Chairman and Chief Executive
                                               Officer

                               POWER OF ATTORNEY
                               -----------------

     Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and constitutes G. Drew Conway, Christopher D.T. Guiffre
and Keith F. Higgins, and each of them singly, his true and lawful attorneys
with full power to them, and each of them singly, to sign for him and in his
name in the capacities indicated below any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, and he hereby
ratifies and confirms his signature as it may be signed by said attorneys, or
any of them, to any and all such amendments.

      Signature               Capacity in Which Signed          Date
      ---------               ------------------------          ----

/s/ G. Drew Conway          Chairman and Chief Executive     November 16, 2000
----------------------                Officer
G. Drew Conway

                             Chief Financial Officer         November 16, 2000
/s/ Joseph F. Pesce               and Treasurer
----------------------
    Joseph F. Pesce

/s/ Robert P. Badavas                Director                November 16, 2000
----------------------
    Robert P. Badavas

/s/ Paul C. O'Brien                  Director                November 16, 2000
----------------------
 Paul C. O'Brien

                                     II-4
EXHIBIT INDEX
Number                                    Title of Exhibit                                           Page
------                                    ----------------                                           ----
4.1.           Restated Articles of Organization of Registrant (incorporated by
                  reference to Exhibit 3.1 of the Registrant's Registration
                  Statement on Form S-1, File No. 333-19991).

   4.2.           Articles of Amendment to Restated Articles of Organization as
                  filed in Massachusetts on July 30, 1997 (incorporated by
                  reference to Exhibit 3.3 of the Registrant's Report on Form 10-K
                  for the transition period from June 28, 1997 to December 27,
                  1997, File No. 02-38192).

   4.3.           Articles of Amendment to Restated Articles of Organization as
                  filed in Massachusetts on January 8, 1998 (incorporated by
                  reference to Exhibit 3.4 of the Registrant's Report on Form 10-K
                  for the transition period from June 28, 1997 to December 27,
                  1997, File No. 0-28192.)

   4.4.           Second Amended and Restated By-laws of Registrant (incorporated
                  by reference to Exhibit 3.5 of the Registrant's Report on Form
                  10-K for the transition period from June 28, 1997 to December
                  27, 1997, File No. 0-28192).

   5.             Opinion of Ropes & Gray.                                                     II-6

  23.1.           Consent of PricewaterhouseCoopers LLP.                                       II-7

  23.2.           Consent of Katch, Tyson & Company.                                           II-8

  23.3.           Consent of Goldstein Golub Kessler LLP.                                      II-9

  23.4.           Consent of Ropes & Gray (contained in the opinion filed as
                  Exhibit 5. to this registration statement).

  24.             Power of Attorney (included on Signature Page).
II-5