<PAGE>
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1996
                                                   REGISTRATION NO.  333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

             Delaware                                  94-2612933
     --------------------------                   --------------------------
     (State of incorporation)           (I.R.S. Employer Identification No.)

                                 920 Disc Drive
                        Scotts Valley, California  95066
   (Address, including zip code, of Registrant's principal executive offices)


       CONNER PERIPHERALS, INC. -- ARCADA HOLDINGS, INC. STOCK OPTION PLAN

                  ARCADA HOLDINGS, INC. 1994 STOCK OPTION PLAN

                           (Full titles of the plans)
                          -----------------------------

                                 DONALD L. WAITE
                            Executive Vice President,
            Chief Administrative Officer and Chief Financial Officer
                            SEAGATE TECHNOLOGY, INC.
                                 920 Disc Drive
                        Scotts Valley, California  95066
                                 (408) 438-6550
(Name, address, and telephone number, including area code, of agent for service)
                          -----------------------------

                                   COPIES TO:
                            TAMARA G. MATTISON, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94306
                                 (415) 493-9300

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed     Proposed
                                    Maximum     Maximum
Title of Each Class     Amount     Offering     Aggregate      Amount of
 of Securities to        to be       Price      Offering     Registration
  be Registered       Registered   Per Share      Price           Fee
--------------------------------------------------------------------------------
Common Stock,
$.01 par value          914,030    $ 59.0625   $53,984,897      $18,616
--------------------------------------------------------------------------------
(1)  Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee based
upon the average of the high and low prices of the Common Stock as reported by
the New York Stock Exchange, Inc. on February 14, 1996.


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

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

    ITEM 3(A).

         The Annual Report of Registrant on Form 10-K for the fiscal year ended
June 30, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

    ITEM 3(B).

         All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.

    ITEM 3(C).

         The description of the Registrant's Common Stock which is contained in
Registrant's Registration Statement on Form 8-A/A dated December 2, 1994, filed
pursuant to Section 12 of the Exchange Act (File No. 1-10639) and any amendment
or report filed for the purpose of updating such description.

    All documents, reports and definitive proxy or information statements
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
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 part hereof from the date of
filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").  Further, in accordance with the Delaware
General Corporation Law, the Registrant's Restated Certificate of Incorporation
eliminates the liability of a director to the Registrant or its shareholders for
monetary damages for breaches of his or her fiduciary duty as a director,
provided that such liability does not arise from certain prescribed conduct
(including intentional misconduct and breach of the duty of loyalty).  The
Registrant's Bylaws provide for indemnification of certain officers, directors,
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law, including under circumstances in which indemnification
may otherwise be discretionary under Delaware law.  In addition, the Registrant
has entered into indemnification agreements with its officers and directors by
which the Registrant provides such persons with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law which may
require the Company, among other things, to indemnify them against certain
liabilities that may arise by reason of their status 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.


                                      II-2

<PAGE>

ITEM 8.  EXHIBITS.

         Exhibit
         Number    Document
         ------    --------

          4.1      Conner Peripherals, Inc. -- Arcada Holdings, Inc. Stock
                   Option Plan.

          4.2      Arcada Holdings, Inc. 1994 Stock Option Plan.

          5.1      Opinion of Wilson, Sonsini, Goodrich & Rosati, a
                   Professional Corporation.

         23.1      Consent of Ernst & Young LLP, Independent Auditors.

         23.2      Consent of Price Waterhouse LLP

         23.3      Consent of Counsel (contained in Exhibit 5.1).

         24.1      Power of Attorney (see page II-5).


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

ITEM 9.   UNDERTAKINGS.

          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 post-effective amendment
               any of the securities being registered which remain unsold at the
               termination of the offering.

               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)


                                      II-3

<PAGE>

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 this 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.

               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 Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
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 hereunder, 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.


                                      II-4

<PAGE>

                                   SIGNATURES


                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Seagate Technology, 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 Scotts Valley, State
of California, on this 20th day of February, 1996.


                                SEAGATE TECHNOLOGY, INC.



                                By:  /S/ ALAN F. SHUGART
                                     ------------------------------------------
                                     Alan F. Shugart
                                     President, Chief Executive Officer
                                     and Chairman of the Board of Directors


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Alan F. Shugart
and Donald L. Waite 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 (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.


                                      II-5

<PAGE>

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>


           SIGNATURE                                   TITLE                                       DATE
--------------------------------        -----------------------------------        -----------------------------

<S>                                  <C>                                                    <C>
/s/ ALAN F. SHUGART                    President, Chief Executive Officer                    February 20, 1996
--------------------------------       and Chairman of the Board of Directors
(Alan F. Shugart)                      (Principal Executive Officer)


/s/ DONALD L. WAITE                    Executive Vice President, Chief                       February 20, 1996
--------------------------------       Administrative Officer and Chief
(Donald L. Waite)                      Financial Officer (Principal Financial
                                       and Accounting Officer)

/s/ GARY B. FILLER
--------------------------------       Director                                              February 20, 1996
(Gary B. Filler)

/s/ ROBERT A. KLEIST
--------------------------------       Director                                              February 20, 1996
(Robert A. Kleist)

/s/ KENNETH E. HAUGHTON
--------------------------------       Director                                              February 20, 1996
(Kenneth E. Haughton)

--------------------------------       Director
(Lawrence Perlman)

--------------------------------       Director
(Thomas P. Stafford)


/s/ LAUREL L. WILKENING
--------------------------------       Director                                              February 20, 1996
(Laurel L. Wilkening)
</TABLE>



                                      II-6


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549



                       ___________________________________

                                    EXHIBITS

                       ___________________________________


                       Registration Statement on Form S-8

                            Seagate Technology, Inc.

                                February 20, 1996




<PAGE>
                                INDEX TO EXHIBITS


                                                                   SEQUENTIALLY
    EXHIBIT                                                          NUMBERED
    NUMBER                         EXHIBIT                             PAGE
---------------   --------------------------------------------    --------------
      4.1         Conner Peripherals, Inc. -- Arcada Holdings,
                  Inc. Stock Option Plan......................

      4.2         Arcada Holdings, Inc. 1994 Stock Option
                  Plan........................................

      5.1         Opinion of Wilson, Sonsini, Goodrich & Rosati,
                  a Professional Corporation..................

     23.1         Consent of Ernst & Young LLP, Independent
                  Auditors....................................

     23.2         Consent of Price Waterhouse LLP.............

     23.3         Consent of Counsel (included in Exhibit 5.1)

     24.1         Power of Attorney (see page II-5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16013}]
{"company-data": {"conformed-name": "SEAGATE TECHNOLOGY INC", "cik": "0000354952", "assigned-sic": "3572", "irs-number": "942612933", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01059", "film-number": "96523306"}, "business-address": {"street1": "920 DISC DR", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066", "phone": "4084386550"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1996
                                                   REGISTRATION NO.  333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

             Delaware                                  94-2612933
     --------------------------                   --------------------------
     (State of incorporation)           (I.R.S. Employer Identification No.)

                                 920 Disc Drive
                        Scotts Valley, California  95066
   (Address, including zip code, of Registrant's principal executive offices)

       CONNER PERIPHERALS, INC. -- ARCADA HOLDINGS, INC. STOCK OPTION PLAN

                  ARCADA HOLDINGS, INC. 1994 STOCK OPTION PLAN

                           (Full titles of the plans)
                          -----------------------------

                                 DONALD L. WAITE
                            Executive Vice President,
            Chief Administrative Officer and Chief Financial Officer
                            SEAGATE TECHNOLOGY, INC.
                                 920 Disc Drive
                        Scotts Valley, California  95066
                                 (408) 438-6550
(Name, address, and telephone number, including area code, of agent for service)
                          -----------------------------

                                   COPIES TO:
                            TAMARA G. MATTISON, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94306
                                 (415) 493-9300

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed     Proposed
                                    Maximum     Maximum
Title of Each Class     Amount     Offering     Aggregate      Amount of
 of Securities to        to be       Price      Offering     Registration
  be Registered       Registered   Per Share      Price           Fee
--------------------------------------------------------------------------------
Common Stock,
$.01 par value          914,030    $ 59.0625   $53,984,897      $18,616
--------------------------------------------------------------------------------
(1)  Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee based
upon the average of the high and low prices of the Common Stock as reported by
the New York Stock Exchange, Inc. on February 14, 1996.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

    ITEM 3(A).

         The Annual Report of Registrant on Form 10-K for the fiscal year ended
June 30, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

    ITEM 3(B).

         All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.

    ITEM 3(C).

         The description of the Registrant's Common Stock which is contained in
Registrant's Registration Statement on Form 8-A/A dated December 2, 1994, filed
pursuant to Section 12 of the Exchange Act (File No. 1-10639) and any amendment
or report filed for the purpose of updating such description.

    All documents, reports and definitive proxy or information statements
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
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 part hereof from the date of
filing 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.

         Section 145 of Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act").  Further, in accordance with the Delaware
General Corporation Law, the Registrant's Restated Certificate of Incorporation
eliminates the liability of a director to the Registrant or its shareholders for
monetary damages for breaches of his or her fiduciary duty as a director,
provided that such liability does not arise from certain prescribed conduct
(including intentional misconduct and breach of the duty of loyalty).  The
Registrant's Bylaws provide for indemnification of certain officers, directors,
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law, including under circumstances in which indemnification
may otherwise be discretionary under Delaware law.  In addition, the Registrant
has entered into indemnification agreements with its officers and directors by
which the Registrant provides such persons with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law which may
require the Company, among other things, to indemnify them against certain
liabilities that may arise by reason of their status 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.

                                      II-2
ITEM 8.  EXHIBITS.

         Exhibit
         Number    Document
         ------    --------

          4.1      Conner Peripherals, Inc. -- Arcada Holdings, Inc. Stock
                   Option Plan.

          4.2      Arcada Holdings, Inc. 1994 Stock Option Plan.

          5.1      Opinion of Wilson, Sonsini, Goodrich & Rosati, a
                   Professional Corporation.

         23.1      Consent of Ernst & Young LLP, Independent Auditors.

         23.2      Consent of Price Waterhouse LLP

         23.3      Consent of Counsel (contained in Exhibit 5.1).

         24.1      Power of Attorney (see page II-5).

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

ITEM 9.   UNDERTAKINGS.

          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 post-effective amendment
               any of the securities being registered which remain unsold at the
               termination of the offering.

               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)

                                      II-3
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 this 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.

               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 Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
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 hereunder, 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.

                                      II-4
SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Seagate Technology, 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 Scotts Valley, State
of California, on this 20th day of February, 1996.

                                SEAGATE TECHNOLOGY, INC.

                                By:  /S/ ALAN F. SHUGART
                                     ------------------------------------------
                                     Alan F. Shugart
                                     President, Chief Executive Officer
                                     and Chairman of the Board of Directors

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Alan F. Shugart
and Donald L. Waite 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 (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

                                      II-5
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                   TITLE                                       DATE
--------------------------------        -----------------------------------        -----------------------------
/s/ ALAN F. SHUGART                    President, Chief Executive Officer                    February 20, 1996
--------------------------------       and Chairman of the Board of Directors
(Alan F. Shugart)                      (Principal Executive Officer)

/s/ DONALD L. WAITE                    Executive Vice President, Chief                       February 20, 1996
--------------------------------       Administrative Officer and Chief
(Donald L. Waite)                      Financial Officer (Principal Financial
                                       and Accounting Officer)

/s/ GARY B. FILLER
--------------------------------       Director                                              February 20, 1996
(Gary B. Filler)

/s/ ROBERT A. KLEIST
--------------------------------       Director                                              February 20, 1996
(Robert A. Kleist)

/s/ KENNETH E. HAUGHTON
--------------------------------       Director                                              February 20, 1996
(Kenneth E. Haughton)

--------------------------------       Director
(Lawrence Perlman)

--------------------------------       Director
(Thomas P. Stafford)

/s/ LAUREL L. WILKENING
--------------------------------       Director                                              February 20, 1996
(Laurel L. Wilkening)
II-6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                       ___________________________________

                                    EXHIBITS

                       ___________________________________

                       Registration Statement on Form S-8

                            Seagate Technology, Inc.

                                February 20, 1996
INDEX TO EXHIBITS

                                                                   SEQUENTIALLY
    EXHIBIT                                                          NUMBERED
    NUMBER                         EXHIBIT                             PAGE
---------------   --------------------------------------------    --------------
      4.1         Conner Peripherals, Inc. -- Arcada Holdings,
                  Inc. Stock Option Plan......................

      4.2         Arcada Holdings, Inc. 1994 Stock Option
                  Plan........................................

      5.1         Opinion of Wilson, Sonsini, Goodrich & Rosati,
                  a Professional Corporation..................

     23.1         Consent of Ernst & Young LLP, Independent
                  Auditors....................................

     23.2         Consent of Price Waterhouse LLP.............

     23.3         Consent of Counsel (included in Exhibit 5.1)

     24.1         Power of Attorney (see page II-5)