<PAGE>


      As filed with the Securities and Exchange Commission on November 10, 1999
                                                   Registration No. 333-________
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  ABGENIX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                        2836                    94-3248826
      (STATE OR OTHER              (PRIMARY STANDARD          (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION   INDUSTRIAL CLASSIFICATION      INDENTIFICATION
      OR ORGANIZATION)                CODE NUMBER)                 NUMBER)

                              7601 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 608-6500

  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       1999 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                 R. SCOTT GREER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  ABGENIX, INC.
                              7601 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 608-6500
    (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.   / /

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED            PROPOSED
                                                             AMOUNT             MAXIMUM             MAXIMUM           AMOUNT OF
                                                              TO BE             OFFERING           AGGREGATE        REGISTRATION
         TITLE OF SECURITIES TO BE REGISTERED              REGISTERED       PRICE PER SHARE      OFFERING PRICE          FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>                  <C>                <C>
 1999 Nonstatutory Stock Option Plan Common Stock,
 $0.0001 par value (1)                                      1,400,000          $45.9375          $64,312,500.00      $17,879.00
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The shares covered by this Registration Statement represent shares of
     Common Stock which are available for issuance under the Registrant's 1999
     Nonstatutory Stock Option Plan. The Proposed Maximum Offering Price Per
     Share has been estimated in accordance with Rule 457(c) under the
     Securities Act of 1933 solely for the purpose of calculating the
     registration fee. The computation is based upon the average of the high and
     low price of Registrant's Common Stock as reported on the Nasdaq National
     Market System on November 10, 1999 because the price at which the options
     to be granted in the future is not currently determinable.
<PAGE>


                                  ABGENIX, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         (a)      The description of the Registrant's Common Stock contained in
                  the Registration Statement on Form 8-A filed pursuant to
                  Section 12 of the Exchange Act on May 5, 1998.

         (b)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998.

         (c)      The Registrant's Current Report on Form 8-K filed on March 30,
                  1999.

         (d)      The Registrant's quarterly report on Form 10-Q for the quarter
                  ended March 31, 1999.

         (e)      The Registrant's quarterly report on Form 10-Q for the quarter
                  ended June 30, 1999.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") on or after the date of this Registration Statement 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 in this Registration Statement
and to be 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.

         The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.


                                      -2-

<PAGE>

         The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.    EXHIBITS.

         The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Index below).

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, 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, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      -3-

<PAGE>

         C.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                      -4-

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Abgenix, 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 Fremont, State of
California, on November 10, 1999.

                                      ABGENIX, INC.

                                      By: /s/ R. Scott Greer
                                         --------------------------------------
                                          R. Scott Greer
                                          President and Chief Executive Officer


                                      -5-

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Scott Greer and Kurt W. Leutzinger,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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

<TABLE>
<CAPTION>
           SIGNATURE                    TITLE                     DATE
           ---------                    -----                     ----
<S>                               <C>                           <C>
      /s/ R. Scott Greer
--------------------------------  President and Chief
        (R. Scott Greer)          Executive Officer and         November 10, 1999
                                  Director (Principal
                                  Executive Officer)

     /s/ Kurt W. Leutzinger
--------------------------------  Vice President, Finance
      (Kurt W. Leutzinger)        and Chief Financial Officer   November 10, 1999
                                  (Principal Financial and
                                  Accounting Officer)

    /s/ Stephen A. Sherwin
--------------------------------
   (Stephen A. Sherwin, M.D.)     Chairman of the Board         November 10, 1999

    /s/ M. Kathleen Behrens
--------------------------------
  (M. Kathleen Behrens, Ph.D.)    Director                      November 10, 1999

   /s/ Raju S. Kucherlapati
--------------------------------
 (Raju S. Kucherlapati, Ph.D.)    Director                      November 10, 1999

       /s/ Mark B. Logan
--------------------------------
        (Mark B. Logan)           Director                      November 10, 1999

     /s/ Joseph E. Maroun
--------------------------------
       (Joseph E. Maroun)         Director                      November 10, 1999
</TABLE>

                                      -6-

<PAGE>

                                  ABGENIX, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

     EXHIBIT
       NO.                                         DESCRIPTION

         5.1   Opinion of counsel as to legality of securities being registered.

         10.1  1999 Nonstatutory Stock Option Plan

         23.1  Consent of Ernst & Young LLP, Independent Auditors.

         23.2  Consent of counsel (contained in Exhibit 5.1).

         24.1  Power of Attorney (included in Registration Statement on page 6).


                                      -7-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15629}]
{"company-data": {"conformed-name": "ABGENIX INC", "cik": "0001052837", "assigned-sic": "2836", "irs-number": "943248826", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90707", "film-number": "99746200"}, "business-address": {"street1": "7601 DUMBARTON CIRCLE", "city": "FREMONT", "state": "CA", "zip": "94555", "phone": "5106086500"}, "mail-address": {"street1": "7601 DUMBARTON CIRCLE", "city": "FREMONT", "state": "CA", "zip": "94555"}}
As filed with the Securities and Exchange Commission on November 10, 1999
                                                   Registration No. 333-________
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  ABGENIX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                        2836                    94-3248826
      (STATE OR OTHER              (PRIMARY STANDARD          (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION   INDUSTRIAL CLASSIFICATION      INDENTIFICATION
      OR ORGANIZATION)                CODE NUMBER)                 NUMBER)

                              7601 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 608-6500

  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                       1999 NONSTATUTORY STOCK OPTION PLAN
                            (FULL TITLE OF THE PLANS)

                                 R. SCOTT GREER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  ABGENIX, INC.
                              7601 DUMBARTON CIRCLE
                                FREMONT, CA 94555
                                 (510) 608-6500
    (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                    COPY TO:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.   / /
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED            PROPOSED
                                                             AMOUNT             MAXIMUM             MAXIMUM           AMOUNT OF
                                                              TO BE             OFFERING           AGGREGATE        REGISTRATION
         TITLE OF SECURITIES TO BE REGISTERED              REGISTERED       PRICE PER SHARE      OFFERING PRICE          FEE
----------------------------------------------------------------------------------------------------------------------------------
1999 Nonstatutory Stock Option Plan Common Stock,
 $0.0001 par value (1)                                      1,400,000          $45.9375          $64,312,500.00      $17,879.00
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
(1)  The shares covered by this Registration Statement represent shares of
     Common Stock which are available for issuance under the Registrant's 1999
     Nonstatutory Stock Option Plan. The Proposed Maximum Offering Price Per
     Share has been estimated in accordance with Rule 457(c) under the
     Securities Act of 1933 solely for the purpose of calculating the
     registration fee. The computation is based upon the average of the high and
     low price of Registrant's Common Stock as reported on the Nasdaq National
     Market System on November 10, 1999 because the price at which the options
     to be granted in the future is not currently determinable.
ABGENIX, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         (a)      The description of the Registrant's Common Stock contained in
                  the Registration Statement on Form 8-A filed pursuant to
                  Section 12 of the Exchange Act on May 5, 1998.

         (b)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998.

         (c)      The Registrant's Current Report on Form 8-K filed on March 30,
                  1999.

         (d)      The Registrant's quarterly report on Form 10-Q for the quarter
                  ended March 31, 1999.

         (e)      The Registrant's quarterly report on Form 10-Q for the quarter
                  ended June 30, 1999.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") on or after the date of this Registration Statement 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 in this Registration Statement
and to be 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.

         The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

                                      -2-
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.    EXHIBITS.

         The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Index below).

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, 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, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      -3-
C.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Abgenix, 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 Fremont, State of
California, on November 10, 1999.

                                      ABGENIX, INC.

                                      By: /s/ R. Scott Greer
                                         --------------------------------------
                                          R. Scott Greer
                                          President and Chief Executive Officer

                                      -5-
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Scott Greer and Kurt W. Leutzinger,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                    TITLE                     DATE
           ---------                    -----                     ----
/s/ R. Scott Greer
--------------------------------  President and Chief
        (R. Scott Greer)          Executive Officer and         November 10, 1999
                                  Director (Principal
                                  Executive Officer)

     /s/ Kurt W. Leutzinger
--------------------------------  Vice President, Finance
      (Kurt W. Leutzinger)        and Chief Financial Officer   November 10, 1999
                                  (Principal Financial and
                                  Accounting Officer)

    /s/ Stephen A. Sherwin
--------------------------------
   (Stephen A. Sherwin, M.D.)     Chairman of the Board         November 10, 1999

    /s/ M. Kathleen Behrens
--------------------------------
  (M. Kathleen Behrens, Ph.D.)    Director                      November 10, 1999

   /s/ Raju S. Kucherlapati
--------------------------------
 (Raju S. Kucherlapati, Ph.D.)    Director                      November 10, 1999

       /s/ Mark B. Logan
--------------------------------
        (Mark B. Logan)           Director                      November 10, 1999

     /s/ Joseph E. Maroun
--------------------------------
       (Joseph E. Maroun)         Director                      November 10, 1999
-6-
ABGENIX, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

     EXHIBIT
       NO.                                         DESCRIPTION

         5.1   Opinion of counsel as to legality of securities being registered.

         10.1  1999 Nonstatutory Stock Option Plan

         23.1  Consent of Ernst & Young LLP, Independent Auditors.

         23.2  Consent of counsel (contained in Exhibit 5.1).

         24.1  Power of Attorney (included in Registration Statement on page 6).

                                      -7-