<PAGE>
 
                                                        Registration No. 
================================================================================

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

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

                       TRANSACTION NETWORK SERVICES, INC.
             (Exact name of registrant as specified in its charter)
        Delaware                                               54-1555332    
----------------------------                         -------------------------- 
(State or other jurisdiction               (I.R.S. Employer Identification No.) 
of incorporation or organization)



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

 
                                             John J. McDonnell, III, Esq.
                                          Transaction Network Services, Inc.
Transaction Network Services, Inc.             1939 Roland Clarke Place
1939 Roland Clarke Place                        Reston, Virginia 22091
Reston, Virginia 22091                              (703) 453-8300
------------------------------------      -----------------------------------
(Address, including zip code, of         (Name, address and telephone number,
registrant's principal executive         including area code, of agent for 
 office)                                 service)  

      The Commission is requested to send copies of all communications to:
                        Arent Fox Kintner Plotkin & Kahn
             1050 Connecticut Avenue, N.W., Washington, D.C.  20036
               Attention: Jeffrey E. Jordan, Esq., (202) 857-6473

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

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed             
                                          maximum    Proposed                   
                                          offering   maximum                    
                             Amount to    price      aggregate     Amount of    
Title of securities          be           per        offering      registration
to be registered             registered   share (1)  price (1)     fee          
--------------------------------------------------------------------------------
<S>                          <C>          <C>        <C>           <C>
Common Stock, par value      1,200,000    $12.125    $14,550,000   $4,410
$.01 per share
================================================================================
</TABLE>

(1)  Pursuant to Rule 457(h)(1), based on the average of the high and low prices
reported in the consolidated reporting system as of May 9, 1997, which is within
five business days prior to the date of the filing of this Registration
Statement.


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



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

                                 Page 1 of 13
                            Exhibit Index on Page 9.
<PAGE>
 
                                     PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information*

     Item 2.  Registrant Information and Employee Plan Annual Information*

     *    Information required by Part I to be contained in a Section 10(a)
          prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 (the "Securities Act")
          and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

          The following documents previously filed by the Registrant with the
     Securities and Exchange Commission (the "Commission") are incorporated by
     reference in this Registration Statement:

          1.   The Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1996.

          2.   The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1997.

          3.   All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934 (the "Exchange Act") since the
               end of the fiscal year ended December 31, 1996.

          4.   The Registrant's Form 8-A Registration Statement filed pursuant
               to Section 12 of the Exchange Act, containing a description of
               the Registrant's common stock ("Shares"), including any amendment
               or report filed for the purpose of updating such description.

          In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 a part hereof from the date of filing of
     such documents.

                                      -2-
<PAGE>
 
     Item 4.  Description of Securities.

          Not Applicable.

     Item 5.  Interests of Named Experts and Counsel

          Not applicable.

     Item 6.  Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law, as amended,
     provides that a corporation may indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation or is or was serving at its request in
     such capacity in another corporation or business association, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful.

          Section 102(b)(7) or the Delaware General Corporation Law, as amended,
     permits a corporation to provide in its certificate of incorporation that a
     director of the corporation shall not be personally liable to the
     corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.

          Article Fourteenth of the Registrant's Restated Certificate of
     Incorporation, as amended, provides for the elimination of personal
     liability of a director for breach of fiduciary duty as permitted by
     Section 102(b)(7) of the Delaware General Corporation Law, and Article
     Thirteenth provides that the Registrant shall indemnify its directors and
     officers to the fullest extent permitted by the Delaware General
     Corporation Law.

          The Registrant has in effect a directors and officers liability
     insurance policy under which the directors and officers of the Registrant
     are insured against loss arising from claims made against them due to
     wrongful acts while acting in their individual and collective capacities as
     directors and officers, subject to certain exclusions.

                                      -3-
<PAGE>
 
     Item 7.  Exemption from Registration Claimed

          Not applicable.

     Item 8.  Exhibits

          See Exhibit Index on page 9.

     Item 9.  Undertakings

          (a) The Registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
          being made of the securities registered hereby, a post-effective
          amendment to this Registrant Statement;

                    (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (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 this Registration Statement;

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

     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     (1)(ii) above 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 Exchange Act that are incorporated by reference in this 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 Registrant hereby further 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 that is incorporated by reference in the Registration

                                      -4-
<PAGE>
 
     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 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
     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, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, will 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.

                                      -5-
<PAGE>
 
                                   SIGNATURES
                                   ----------

          Pursuant to the requirements of the Securities Act, 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 Reston, State of Virginia, on the
     12th day of May, 1997.

                                       TRANSACTION NETWORK SERVICES, INC.



                                       By: /s/ Elizabeth A. Crawford
                                          -------------------------------------
                                          Vice President

                                      -6-
<PAGE>
 
                               POWER OF ATTORNEY
                               -----------------


          KNOW ALL MEN BY THESE PRESENTS that each person whose signature
     appears below constitutes and appoints John J. McDonnell, Jr. and John J.
     McDonnell, III, and each of them his true and lawful attorney-in-fact and
     agent with power of substitution and resubstitution, for him, and in his
     name, place and stead, in any and all capacities, to sign any and all
     amendments (including post effective amendments) to this Registration
     Statement on Form S-8, and to file the same, with all exhibits thereto, and
     all documents in connection therewith, with the Commission, granting unto
     said attorney-in-fact and agents, and each of them, full power and
     authority to do and perform each and every act and thing requisite and
     necessary to be done to comply with the provisions of the Securities Act
     and all requirements of the Commission, hereby ratifying and confirming all
     that said attorney-in-fact or any of them, or their or his or her
     substitutes, may lawfully do or cause to be done by virtue hereof.

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



     Signatures                      Title                       Date
     ----------                      -----                       ----
                               
                               
     /s/ John J. McDonnell, Jr.      President and Chief         May 12, 1997
     --------------------------
     John J. McDonnell, Jr.          Executive Officer,
                                     Director
                               
                               
     /s/ Elizabeth A. Crawford       Vice President, Finance     May 12, 1997
     --------------------------                  
     Elizabeth A. Crawford           (Principal Financial and
                                     Accounting Officer)
                               
     /s/ Jurgen Manchot       
     --------------------------      Director                    May 12, 1997
     Jurgen Manchot            
                               
     /s/ William N. Melton     
     --------------------------      Director                    May 14, 1997
     William N. Melton         
                               
                               
     --------------------------      Director                    May 12, 1997
     John S. McCarthy          

                                      -7-
<PAGE>
 
     /s/ Henry R. Nichols          
     -------------------------       Director                    May 12, 1997
     Henry R. Nichols          
                               
     /s/ Paolo L. Guidi                                            
     -------------------------       Director                    May 12, 1997
     Paolo L. Guidi                  

                                      -8-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


     Exhibit                                                            Page
     -------                                                            ----


     4.   Instruments defining the rights of security holders

          (a)  The Registrant's 1994 Employee Stock Option
               Plan, as amended (incorporated herein by
               reference to Exhibit 10.2 to the
               Registrant's Registration Statement on Form S-1,
               No. 33-76426)

          (b)  Amendment to the Registrant's 1994 Employee Stock Option
               Plan                                                       10

     5.   Opinion of Arent Fox Kintner Plotkin & Kahn
         re: validity of securities registered                            11

     23.  Consents of experts and counsel

          (a)  Consent of Arent Fox Kintner
               Plotkin & Kahn: included in exhibit 5

          (b)  Consent of Arthur Andersen & Co.                           13

     24.  Power of Attorney: included on signature page.

                                      -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17636}]
{"company-data": {"conformed-name": "TRANSACTION NETWORK SERVICES INC", "cik": "0000920231", "assigned-sic": "4822", "irs-number": "541555332", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27159", "film-number": "97606212"}, "business-address": {"street1": "13873 PARK CENTER RD", "street2": "STE 405", "city": "HERNDON", "state": "VA", "zip": "22071", "phone": "7034538300"}, "mail-address": {"street1": "13873 PARK CENTER RD", "street2": "STE 405", "city": "HERNDON", "state": "VA", "zip": "22071"}}
Registration No. 
================================================================================

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

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

                       TRANSACTION NETWORK SERVICES, INC.
             (Exact name of registrant as specified in its charter)
        Delaware                                               54-1555332    
----------------------------                         -------------------------- 
(State or other jurisdiction               (I.R.S. Employer Identification No.) 
of incorporation or organization)

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

 
                                             John J. McDonnell, III, Esq.
                                          Transaction Network Services, Inc.
Transaction Network Services, Inc.             1939 Roland Clarke Place
1939 Roland Clarke Place                        Reston, Virginia 22091
Reston, Virginia 22091                              (703) 453-8300
------------------------------------      -----------------------------------
(Address, including zip code, of         (Name, address and telephone number,
registrant's principal executive         including area code, of agent for 
 office)                                 service)  

      The Commission is requested to send copies of all communications to:
                        Arent Fox Kintner Plotkin & Kahn
             1050 Connecticut Avenue, N.W., Washington, D.C.  20036
               Attention: Jeffrey E. Jordan, Esq., (202) 857-6473

                          ------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed             
                                          maximum    Proposed                   
                                          offering   maximum                    
                             Amount to    price      aggregate     Amount of    
Title of securities          be           per        offering      registration
to be registered             registered   share (1)  price (1)     fee          
--------------------------------------------------------------------------------
Common Stock, par value      1,200,000    $12.125    $14,550,000   $4,410
$.01 per share
================================================================================
(1)  Pursuant to Rule 457(h)(1), based on the average of the high and low prices
reported in the consolidated reporting system as of May 9, 1997, which is within
five business days prior to the date of the filing of this Registration
Statement.

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

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

                                 Page 1 of 13
                            Exhibit Index on Page 9.
PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information*

     Item 2.  Registrant Information and Employee Plan Annual Information*

     *    Information required by Part I to be contained in a Section 10(a)
          prospectus is omitted from the Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 (the "Securities Act")
          and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

          The following documents previously filed by the Registrant with the
     Securities and Exchange Commission (the "Commission") are incorporated by
     reference in this Registration Statement:

          1.   The Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1996.

          2.   The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1997.

          3.   All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934 (the "Exchange Act") since the
               end of the fiscal year ended December 31, 1996.

          4.   The Registrant's Form 8-A Registration Statement filed pursuant
               to Section 12 of the Exchange Act, containing a description of
               the Registrant's common stock ("Shares"), including any amendment
               or report filed for the purpose of updating such description.

          In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 a part hereof from the date of filing of
     such documents.

                                      -2-
Item 4.  Description of Securities.

          Not Applicable.

     Item 5.  Interests of Named Experts and Counsel

          Not applicable.

     Item 6.  Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law, as amended,
     provides that a corporation may indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation or is or was serving at its request in
     such capacity in another corporation or business association, against
     expenses (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful.

          Section 102(b)(7) or the Delaware General Corporation Law, as amended,
     permits a corporation to provide in its certificate of incorporation that a
     director of the corporation shall not be personally liable to the
     corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of
     the director's duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.

          Article Fourteenth of the Registrant's Restated Certificate of
     Incorporation, as amended, provides for the elimination of personal
     liability of a director for breach of fiduciary duty as permitted by
     Section 102(b)(7) of the Delaware General Corporation Law, and Article
     Thirteenth provides that the Registrant shall indemnify its directors and
     officers to the fullest extent permitted by the Delaware General
     Corporation Law.

          The Registrant has in effect a directors and officers liability
     insurance policy under which the directors and officers of the Registrant
     are insured against loss arising from claims made against them due to
     wrongful acts while acting in their individual and collective capacities as
     directors and officers, subject to certain exclusions.

                                      -3-
Item 7.  Exemption from Registration Claimed

          Not applicable.

     Item 8.  Exhibits

          See Exhibit Index on page 9.

     Item 9.  Undertakings

          (a) The Registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
          being made of the securities registered hereby, a post-effective
          amendment to this Registrant Statement;

                    (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (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 this Registration Statement;

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

     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     (1)(ii) above 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 Exchange Act that are incorporated by reference in this 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 Registrant hereby further 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 that is incorporated by reference in the Registration

                                      -4-
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 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
     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, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, will 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.

                                      -5-
SIGNATURES
                                   ----------

          Pursuant to the requirements of the Securities Act, 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 Reston, State of Virginia, on the
     12th day of May, 1997.

                                       TRANSACTION NETWORK SERVICES, INC.

                                       By: /s/ Elizabeth A. Crawford
                                          -------------------------------------
                                          Vice President

                                      -6-
POWER OF ATTORNEY
                               -----------------

          KNOW ALL MEN BY THESE PRESENTS that each person whose signature
     appears below constitutes and appoints John J. McDonnell, Jr. and John J.
     McDonnell, III, and each of them his true and lawful attorney-in-fact and
     agent with power of substitution and resubstitution, for him, and in his
     name, place and stead, in any and all capacities, to sign any and all
     amendments (including post effective amendments) to this Registration
     Statement on Form S-8, and to file the same, with all exhibits thereto, and
     all documents in connection therewith, with the Commission, granting unto
     said attorney-in-fact and agents, and each of them, full power and
     authority to do and perform each and every act and thing requisite and
     necessary to be done to comply with the provisions of the Securities Act
     and all requirements of the Commission, hereby ratifying and confirming all
     that said attorney-in-fact or any of them, or their or his or her
     substitutes, may lawfully do or cause to be done by virtue hereof.

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

     Signatures                      Title                       Date
     ----------                      -----                       ----
                               
                               
     /s/ John J. McDonnell, Jr.      President and Chief         May 12, 1997
     --------------------------
     John J. McDonnell, Jr.          Executive Officer,
                                     Director
                               
                               
     /s/ Elizabeth A. Crawford       Vice President, Finance     May 12, 1997
     --------------------------                  
     Elizabeth A. Crawford           (Principal Financial and
                                     Accounting Officer)
                               
     /s/ Jurgen Manchot       
     --------------------------      Director                    May 12, 1997
     Jurgen Manchot            
                               
     /s/ William N. Melton     
     --------------------------      Director                    May 14, 1997
     William N. Melton         
                               
                               
     --------------------------      Director                    May 12, 1997
     John S. McCarthy          

                                      -7-
/s/ Henry R. Nichols          
     -------------------------       Director                    May 12, 1997
     Henry R. Nichols          
                               
     /s/ Paolo L. Guidi                                            
     -------------------------       Director                    May 12, 1997
     Paolo L. Guidi                  

                                      -8-
EXHIBIT INDEX
                                 -------------

     Exhibit                                                            Page
     -------                                                            ----

     4.   Instruments defining the rights of security holders

          (a)  The Registrant's 1994 Employee Stock Option
               Plan, as amended (incorporated herein by
               reference to Exhibit 10.2 to the
               Registrant's Registration Statement on Form S-1,
               No. 33-76426)

          (b)  Amendment to the Registrant's 1994 Employee Stock Option
               Plan                                                       10

     5.   Opinion of Arent Fox Kintner Plotkin & Kahn
         re: validity of securities registered                            11

     23.  Consents of experts and counsel

          (a)  Consent of Arent Fox Kintner
               Plotkin & Kahn: included in exhibit 5

          (b)  Consent of Arthur Andersen & Co.                           13

     24.  Power of Attorney: included on signature page.

                                      -9-