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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                                 SurModics, Inc.
             (Exact Name of Registrant as Specified in its Charter)


         Minnesota                                           41-1356149
  (State or Other Juris-                                  (I.R.S. Employer
 diction of Incorporation                              Identification Number)
    or Organization)

                              9924 West 74th Street
                          Eden Prairie, Minnesota 55344
              (Address of Principal Executive Office and Zip Code)



                      SurModics, Inc. Restricted Stock Plan
                            (Full Title of the Plan)

                               Stephen C. Hathaway
                                 SurModics, Inc.
                              9924 West 74th Street
                          Eden Prairie, Minnesota 55344
                                 (612) 829-2715
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                                   Copies to:
                                 Melodie R. Rose
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)          Offering Price        Registration Fee
======================== ====================== ====================== ====================== ======================

<S>                             <C>                    <C>                  <C>                       <C>
 Common Stock issuable          100,000                $14.375              $1,437,500                $400
 pursuant to the Plan

======================== ====================== ====================== ====================== ======================
</TABLE>


(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on May 25, 1999.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:

         (a)      The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  or either (I) the latest prospectus filed pursuant to Rule
                  424(b) under the Securities Act of 1933 that contains audited
                  financial statements for the Registrant's latest fiscal year
                  for which such statements have been filed or (II) the
                  Registrant's effective registration statement on Form 10 or
                  10-SB filed under the Securities Exchange Act of 1934
                  containing audited financial statements for the Registrant's
                  latest fiscal year;

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

         (c)      If the class of securities to be offered is registered under
                  Section 12 of the Securities Exchange Act of 1934, the
                  description of such class of securities contained in a
                  registration statement filed under such Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all such securities then 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.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under Minnesota corporate law, a corporation shall, unless prohibited
or limited by its Articles of Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation if generally, with
respect to the acts or omissions of the person complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed the
conduct was in the best interests of the corporation or, in certain
circumstances, reasonably believed that the conduct was not opposed to the best
interests of the corporation. Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on behalf of any indemnified
party against any liability asserted against such person, whether or not the
corporation would have been required to indemnify the person against liability
under the provisions of Minnesota corporate law. The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's obligation to indemnify
such persons.

         The Registrant's Articles of Incorporation limit the liability of its
directors to the full extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Registrant or its shareholders,
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) dividends or other distributions of
corporate assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain Minnesota securities laws or (v) any
transaction from which the director derives an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5        Opinion and Consent of Fredrikson & Byron, P.A. relating to
                  the legality of securities under the Restricted Stock Plan.

         23.1     Consent of Fredrikson & Byron, P.A. -- included in their
                  opinion filed as Exhibit 5.

         23.2     Consent of Arthur Andersen LLP.

         24       Power of Attorney from certain directors.

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, represents 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)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated by reference in the Registration
                           Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Eden Prairie and State of Minnesota, on the 1st
day of June, 1999.


                                 SURMODICS, INC.
                                 (the "Registrant")



                                 By       /s/ Dale R. Olseth
                                      Dale R. Olseth, Chairman of the Board
                                      and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

         Each of the undersigned constitutes and appoints Dale R. Olseth and
Stephen C. Hathaway his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of SurModics, Inc. relating to the Company's Restricted
Stock Plan and any or all amendments or post-effective amendments to the Form
S-8 Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.


     Signature                     Title                              Date


/s/ Dale R. Olseth            Chairman of the Board                 June 1, 1999
Dale R. Olseth                and Chief Executive Officer
                              (principal executive officer)

/s/ Stephen C. Hathaway       Vice President and Chief              June 1, 1999
Stephen C. Hathaway           Financial Officer (principal
                              financial and accounting officer)

/s/ Patrick E. Guire          Senior Vice President of Research     June 1, 1999
Patrick E. Guire, Ph.D.       and Technology and Director

/s/ Donald S. Fredrickson     Director                              June 1, 1999
Donald S. Fredrickson

/s/ James J. Grierson         Director                              June 1, 1999
James J. Grierson

/s/ Kenneth H. Keller         Director                              June 1, 1999
Kenneth H. Keller, Ph.D.

/s/ David A. Koch             Director                              June 1, 1999
David A. Koch

/s/ Kendrick B. Melrose       Director                              June 1, 1999
Kendrick B. Melrose


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                 SurModics, Inc.


                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number           Exhibit Description

 5      Opinion and Consent of counsel re securities under the Restricted Stock
        Plan
23.1    Consent of counsel (See Exhibit 5)
23.2    Consent of independent public accountants
24      Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR RESTRICTED STOCK PLAN", "secsgml_size_bytes": 17045}]
{"company-data": {"conformed-name": "SURMODICS INC", "cik": "0000924717", "assigned-sic": "2891", "irs-number": "411356149", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79741", "film-number": "99638665"}, "business-address": {"street1": "9924 W 74TH ST", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "6128292700"}, "mail-address": {"street1": "9924 WEST 74TH ST", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}, "former-company": {"former-conformed-name": "BSI CORP", "date-changed": "19970506"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 SurModics, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                           41-1356149
  (State or Other Juris-                                  (I.R.S. Employer
 diction of Incorporation                              Identification Number)
    or Organization)

                              9924 West 74th Street
                          Eden Prairie, Minnesota 55344
              (Address of Principal Executive Office and Zip Code)

                      SurModics, Inc. Restricted Stock Plan
                            (Full Title of the Plan)

                               Stephen C. Hathaway
                                 SurModics, Inc.
                              9924 West 74th Street
                          Eden Prairie, Minnesota 55344
                                 (612) 829-2715
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Melodie R. Rose
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)          Offering Price        Registration Fee
======================== ====================== ====================== ====================== ======================
Common Stock issuable          100,000                $14.375              $1,437,500                $400
 pursuant to the Plan

======================== ====================== ====================== ====================== ======================
(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on May 25, 1999.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:

         (a)      The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  or either (I) the latest prospectus filed pursuant to Rule
                  424(b) under the Securities Act of 1933 that contains audited
                  financial statements for the Registrant's latest fiscal year
                  for which such statements have been filed or (II) the
                  Registrant's effective registration statement on Form 10 or
                  10-SB filed under the Securities Exchange Act of 1934
                  containing audited financial statements for the Registrant's
                  latest fiscal year;

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

         (c)      If the class of securities to be offered is registered under
                  Section 12 of the Securities Exchange Act of 1934, the
                  description of such class of securities contained in a
                  registration statement filed under such Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all such securities then 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.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under Minnesota corporate law, a corporation shall, unless prohibited
or limited by its Articles of Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation if generally, with
respect to the acts or omissions of the person complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed the
conduct was in the best interests of the corporation or, in certain
circumstances, reasonably believed that the conduct was not opposed to the best
interests of the corporation. Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on behalf of any indemnified
party against any liability asserted against such person, whether or not the
corporation would have been required to indemnify the person against liability
under the provisions of Minnesota corporate law. The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's obligation to indemnify
such persons.

         The Registrant's Articles of Incorporation limit the liability of its
directors to the full extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Registrant or its shareholders,
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) dividends or other distributions of
corporate assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain Minnesota securities laws or (v) any
transaction from which the director derives an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5        Opinion and Consent of Fredrikson & Byron, P.A. relating to
                  the legality of securities under the Restricted Stock Plan.

         23.1     Consent of Fredrikson & Byron, P.A. -- included in their
                  opinion filed as Exhibit 5.

         23.2     Consent of Arthur Andersen LLP.

         24       Power of Attorney from certain directors.

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, represents 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)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated by reference in the Registration
                           Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Eden Prairie and State of Minnesota, on the 1st
day of June, 1999.

                                 SURMODICS, INC.
                                 (the "Registrant")

                                 By       /s/ Dale R. Olseth
                                      Dale R. Olseth, Chairman of the Board
                                      and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

         Each of the undersigned constitutes and appoints Dale R. Olseth and
Stephen C. Hathaway his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of SurModics, Inc. relating to the Company's Restricted
Stock Plan and any or all amendments or post-effective amendments to the Form
S-8 Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

     Signature                     Title                              Date

/s/ Dale R. Olseth            Chairman of the Board                 June 1, 1999
Dale R. Olseth                and Chief Executive Officer
                              (principal executive officer)

/s/ Stephen C. Hathaway       Vice President and Chief              June 1, 1999
Stephen C. Hathaway           Financial Officer (principal
                              financial and accounting officer)

/s/ Patrick E. Guire          Senior Vice President of Research     June 1, 1999
Patrick E. Guire, Ph.D.       and Technology and Director

/s/ Donald S. Fredrickson     Director                              June 1, 1999
Donald S. Fredrickson

/s/ James J. Grierson         Director                              June 1, 1999
James J. Grierson

/s/ Kenneth H. Keller         Director                              June 1, 1999
Kenneth H. Keller, Ph.D.

/s/ David A. Koch             Director                              June 1, 1999
David A. Koch

/s/ Kendrick B. Melrose       Director                              June 1, 1999
Kendrick B. Melrose
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SurModics, Inc.

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number           Exhibit Description

 5      Opinion and Consent of counsel re securities under the Restricted Stock
        Plan
23.1    Consent of counsel (See Exhibit 5)
23.2    Consent of independent public accountants
24      Power of attorney (See Signature Page)