<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                              PHOENIX TECHNOLOGIES LTD.
                (Exact name of registrant as specified in its charter)

                  Delaware                              04-2685985
        (State or other jurisdiction of               (IRS employer
         incorporation or organization)             identification no.)

                              2770 De La Cruz Boulevard
                            Santa Clara, California 95050
                       (Address of principal executive offices)

                          1991 EMPLOYEE STOCK PURCHASE PLAN
                               (Full title of the plan)

                                 Scott C. Neely, Esq.
                    Vice President, General Counsel and Secretary
                              Phoenix Technologies Ltd.
                              2770 De La Cruz Boulevard
                            Santa Clara, California 95050
                                    (408) 654-9000
              (Name, address and telephone number, including area code,
                                of agent for service)

                                      Copies to:
                                Laird H. Simons, Esq.
                                    Fenwick & West
                                Two Palo Alto Square
                             Palo Alto, California  94306
                           CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
 Title of      Amount    Proposed Maximum      Proposed Maximum     Amount of
Securities     to be    Offering Price Per   Aggregate Offering   Registration
  to be      Registered     Share (1)             Price (1)           Fee
Registered
- ------------------------------------------------------------------------------
Common Stock,
$0.001 par    150,000      $15.6875             $2,353,125.00        $811.42
value (2)      shares
- ------------------------------------------------------------------------------

(1) Estimated as of April 30, 1996 pursuant to Rule 457 solely for the purpose
of calculating the registration fee.

(2) Associated with the Common Stock are common stock purchase rights which will
not be exercisable or be evidenced separately from the Common Stock prior to the
occurrence of certain events.

                                       1


<PAGE>

The Index to Exhibits appears on sequentially numbered page 7.


Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

    (a)  The Registrant's latest annual report filed pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of as amended (the
          "Exchange Act"), or the latest prospectus filed pursuant to Rule
          424(b) under the Securities Act of 1933, as amended (the
          "Securities Act"), that contains audited financial statements
          for the Registrant's latest fiscal year for which such statements
          have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the annual
          report or the prospectus referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's registration statement filed with the Commission under
          Section 12 of the Exchange Act, including any amendment or report
          filed for the purpose of updating such description.

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

     The consolidated balance sheets as of September 30, 1994 and 1993, and the
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended September 30, 1994 incorporated by
reference herein and the related financial statement schedules incorporated by
reference herein have been included herein in reliance on the reports of Coopers
& Lybrand L.L.P., independent accountants.

Item 5.  Interests of Named Experts and Counsel.

     As to named experts, Item 5 is inapplicable.  Scott C. Neely, whose opinion
is included as Exhibit 5.1 hereto, is a holder of options covering significantly
less than one percent (1%) of the outstanding shares of the outstanding Common
Stock, $.001 par value per share of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law grants to each
corporation organized thereunder the power to indemnify its officers and
directors for certain acts.  Article TENTH of the Registrant's Restated
Certificate of Incorporation sets forth the extent to which officers and

                                       2

<PAGE>

directors of the Registrant may be indemnified against any liabilities which
they may incur in their capacities as directors or officers of the Registrant.
Article TENTH provides, in part, that each person who was or is made a party or
is threatened to be made a party or is involved in any action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation or enterprise shall
be indemnified and held harmless by the Registrant, to the fullest extent
authorized by the Delaware General Corporation Law, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection with such proceeding;
provided, however, that if the person seeking indemnification initiated the
proceeding in respect to which he or she is seeking indemnification from the
Registrant, the Registrant shall provide such indemnification only if such
proceeding was authorized by the Registrant's Board of Directors.  The right to
indemnification includes the right to be paid expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however, that if
the Delaware General Corporation Law so requires, the payment of such expenses
in advance of the final disposition of a proceeding shall be made only upon
delivery to the Registrant of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to indemnification.

     Article NINTH of the Registrant's Restated Certificate of Incorporation
eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of a director's
fiduciary duty, except for liability: (1) for breach of a director's duty of
loyalty to the Registrant or its stockholders; (2) for acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law; (3)
under Section 174 of the Delaware General Corporation Law; or (4) for any
transaction from which the director derived an improper personal benefit.

Item 8.  Exhibits.

     The exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index which follows the signature page for this Form S-8.

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:

          (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,


                                       3


<PAGE>

represent a fundamental change in the information set forth in the Registration
Statement;

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

     provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the Registration Statement is on Form S-3 or Form S-8, and 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 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.

     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.

     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 provisions discussed in Item 6 hereof, 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 hereby, 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>

                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints Robert J. Riopel and
Scott C. Neely and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, 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 Securities and Exchange Commission, granting unto said
attorneys-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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.



                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 30th day of
April, 1996.


                                     PHOENIX TECHNOLOGIES LTD.



                                     By:  /s/Jack Kay
                                          ---------------------
                                          Jack Kay
                                          President & Chief Executive Officer


                                       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.

     Signature                 Title                         Date


Chief Executive Officer:



/s/Jack Kay                    President, Chief Executive      April 30, 1996
- -------------------------
Jack Kay                       Officer, and Director

Chief Financial Officer:



/s/Robert J. Riopel             Vice President, Finance, Chief April 30, 1996
- -------------------------
Robert J. Riopel                Financial Officer and Treasurer


Other Directors:



/s/Charles Federman             Director                       April 30, 1996
- -------------------------
Charles Federman


/s/Lawrence G. Finch            Director                       April 30, 1996
- -------------------------
Lawrence G. Finch


/s/Ronald D. Fisher             Chairman; Director             April 30, 1996
- -------------------------
Ronald D. Fisher


/s/Lance E. Hansche             Director                       April 30, 1996
- -------------------------
Lance E. Hansche


/s/Anthony P. Morris            Director                       April 30, 1996
- -------------------------
Anthony P. Morris


                                       6

<PAGE>

                                 EXHIBIT INDEX
Exhibit
Number        Description of Exhibit

4.1           Restated Certificate of Incorporation of the Registrant
              (incorporated herein by reference to Exhibit 3.1 to the
              Registrant's Registration Statement on Form S-1, Registration
              No. 33-21793 (the "Form S-1"))

4.2           By-laws of the Registrant as amended through February 6, 1995

4.3           Certificate of Correction to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.3 to Amendment No. 2 to the Form S-1
              ("Amendment No. 2"))

4.4           Certificate of Amendment to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.4 to Amendment No. 2)

4.5           Certificate of Correction to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.5 to the Registrant's Annual Report on Form 10-K
              for the fiscal year ended September 30, 1988 (the "1988 Form
              10-K"))

4.6           Certificate of Ownership (incorporated herein by reference to
              Exhibit 3.6 to the 1988 Form 10-K)

4.7           Certificate of Correction to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.7 to the 1988 Form 10-K)

4.8           Rights Agreement dated as of October 31, 1989 between the
              Registrant and The First National Bank of Boston (incorporated
              herein by reference to Exhibit 4.1 to the Registrant's Current
              Report on Form 8-K dated October 31, 1989 (the "1989 8-K"))

4.9           Certificate of Designations of the Registrant's Series A Junior
              Participating Preferred Stock (incorporated herein by reference
              to Exhibit 4.1 to the 1989 8-K)

4.10          Registrant's 1991 Employee Stock Purchase Plan, amended through
              February 29, 1996

4.11          Certificate of Amendment of Restated Certificate of 
              Incorporation filed with the Delaware Secretary of 
              State on April 18, 1996

4.12          Certificate of Increase of Shares Designated as Series A Junior 
              Participating Preferred Stock filed with the Delaware Secretary 
              of State on April 18, 1996

5.1           Opinion of Counsel

23.1          Consent of Counsel (included in Exhibit 5.1)

23.2          Consent of Coopers & Lybrand L.L.P., Independent Accountants

24.1          Power of Attorney (see page 5)


                                       7
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SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                              PHOENIX TECHNOLOGIES LTD.
                (Exact name of registrant as specified in its charter)

                  Delaware                              04-2685985
        (State or other jurisdiction of               (IRS employer
         incorporation or organization)             identification no.)

                              2770 De La Cruz Boulevard
                            Santa Clara, California 95050
                       (Address of principal executive offices)

                          1991 EMPLOYEE STOCK PURCHASE PLAN
                               (Full title of the plan)

                                 Scott C. Neely, Esq.
                    Vice President, General Counsel and Secretary
                              Phoenix Technologies Ltd.
                              2770 De La Cruz Boulevard
                            Santa Clara, California 95050
                                    (408) 654-9000
              (Name, address and telephone number, including area code,
                                of agent for service)

                                      Copies to:
                                Laird H. Simons, Esq.
                                    Fenwick & West
                                Two Palo Alto Square
                             Palo Alto, California  94306
                           CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
 Title of      Amount    Proposed Maximum      Proposed Maximum     Amount of
Securities     to be    Offering Price Per   Aggregate Offering   Registration
  to be      Registered     Share (1)             Price (1)           Fee
Registered
- ------------------------------------------------------------------------------
Common Stock,
$0.001 par    150,000      $15.6875             $2,353,125.00        $811.42
value (2)      shares
- ------------------------------------------------------------------------------

(1) Estimated as of April 30, 1996 pursuant to Rule 457 solely for the purpose
of calculating the registration fee.

(2) Associated with the Common Stock are common stock purchase rights which will
not be exercisable or be evidenced separately from the Common Stock prior to the
occurrence of certain events.

                                       1
The Index to Exhibits appears on sequentially numbered page 7.

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

    (a)  The Registrant's latest annual report filed pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of as amended (the
          "Exchange Act"), or the latest prospectus filed pursuant to Rule
          424(b) under the Securities Act of 1933, as amended (the
          "Securities Act"), that contains audited financial statements
          for the Registrant's latest fiscal year for which such statements
          have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the annual
          report or the prospectus referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's registration statement filed with the Commission under
          Section 12 of the Exchange Act, including any amendment or report
          filed for the purpose of updating such description.

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

     The consolidated balance sheets as of September 30, 1994 and 1993, and the
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended September 30, 1994 incorporated by
reference herein and the related financial statement schedules incorporated by
reference herein have been included herein in reliance on the reports of Coopers
& Lybrand L.L.P., independent accountants.

Item 5.  Interests of Named Experts and Counsel.

     As to named experts, Item 5 is inapplicable.  Scott C. Neely, whose opinion
is included as Exhibit 5.1 hereto, is a holder of options covering significantly
less than one percent (1%) of the outstanding shares of the outstanding Common
Stock, $.001 par value per share of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law grants to each
corporation organized thereunder the power to indemnify its officers and
directors for certain acts.  Article TENTH of the Registrant's Restated
Certificate of Incorporation sets forth the extent to which officers and

                                       2
directors of the Registrant may be indemnified against any liabilities which
they may incur in their capacities as directors or officers of the Registrant.
Article TENTH provides, in part, that each person who was or is made a party or
is threatened to be made a party or is involved in any action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation or enterprise shall
be indemnified and held harmless by the Registrant, to the fullest extent
authorized by the Delaware General Corporation Law, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection with such proceeding;
provided, however, that if the person seeking indemnification initiated the
proceeding in respect to which he or she is seeking indemnification from the
Registrant, the Registrant shall provide such indemnification only if such
proceeding was authorized by the Registrant's Board of Directors.  The right to
indemnification includes the right to be paid expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however, that if
the Delaware General Corporation Law so requires, the payment of such expenses
in advance of the final disposition of a proceeding shall be made only upon
delivery to the Registrant of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to indemnification.

     Article NINTH of the Registrant's Restated Certificate of Incorporation
eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of a director's
fiduciary duty, except for liability: (1) for breach of a director's duty of
loyalty to the Registrant or its stockholders; (2) for acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law; (3)
under Section 174 of the Delaware General Corporation Law; or (4) for any
transaction from which the director derived an improper personal benefit.

Item 8.  Exhibits.

     The exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index which follows the signature page for this Form S-8.

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:

          (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,

                                       3
represent a fundamental change in the information set forth in the Registration
Statement;

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

     provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the Registration Statement is on Form S-3 or Form S-8, and 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 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.

     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.

     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 provisions discussed in Item 6 hereof, 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 hereby, 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
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints Robert J. Riopel and
Scott C. Neely and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, 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 Securities and Exchange Commission, granting unto said
attorneys-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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 30th day of
April, 1996.

                                     PHOENIX TECHNOLOGIES LTD.

                                     By:  /s/Jack Kay
                                          ---------------------
                                          Jack Kay
                                          President & Chief Executive Officer

                                       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

Chief Executive Officer:

/s/Jack Kay                    President, Chief Executive      April 30, 1996
- -------------------------
Jack Kay                       Officer, and Director

Chief Financial Officer:

/s/Robert J. Riopel             Vice President, Finance, Chief April 30, 1996
- -------------------------
Robert J. Riopel                Financial Officer and Treasurer

Other Directors:

/s/Charles Federman             Director                       April 30, 1996
- -------------------------
Charles Federman

/s/Lawrence G. Finch            Director                       April 30, 1996
- -------------------------
Lawrence G. Finch

/s/Ronald D. Fisher             Chairman; Director             April 30, 1996
- -------------------------
Ronald D. Fisher

/s/Lance E. Hansche             Director                       April 30, 1996
- -------------------------
Lance E. Hansche

/s/Anthony P. Morris            Director                       April 30, 1996
- -------------------------
Anthony P. Morris

                                       6
EXHIBIT INDEX
Exhibit
Number        Description of Exhibit

4.1           Restated Certificate of Incorporation of the Registrant
              (incorporated herein by reference to Exhibit 3.1 to the
              Registrant's Registration Statement on Form S-1, Registration
              No. 33-21793 (the "Form S-1"))

4.2           By-laws of the Registrant as amended through February 6, 1995

4.3           Certificate of Correction to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.3 to Amendment No. 2 to the Form S-1
              ("Amendment No. 2"))

4.4           Certificate of Amendment to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.4 to Amendment No. 2)

4.5           Certificate of Correction to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.5 to the Registrant's Annual Report on Form 10-K
              for the fiscal year ended September 30, 1988 (the "1988 Form
              10-K"))

4.6           Certificate of Ownership (incorporated herein by reference to
              Exhibit 3.6 to the 1988 Form 10-K)

4.7           Certificate of Correction to the Registrant's Restated
              Certificate of Incorporation (incorporated herein by reference
              to Exhibit 3.7 to the 1988 Form 10-K)

4.8           Rights Agreement dated as of October 31, 1989 between the
              Registrant and The First National Bank of Boston (incorporated
              herein by reference to Exhibit 4.1 to the Registrant's Current
              Report on Form 8-K dated October 31, 1989 (the "1989 8-K"))

4.9           Certificate of Designations of the Registrant's Series A Junior
              Participating Preferred Stock (incorporated herein by reference
              to Exhibit 4.1 to the 1989 8-K)

4.10          Registrant's 1991 Employee Stock Purchase Plan, amended through
              February 29, 1996

4.11          Certificate of Amendment of Restated Certificate of 
              Incorporation filed with the Delaware Secretary of 
              State on April 18, 1996

4.12          Certificate of Increase of Shares Designated as Series A Junior 
              Participating Preferred Stock filed with the Delaware Secretary 
              of State on April 18, 1996

5.1           Opinion of Counsel

23.1          Consent of Counsel (included in Exhibit 5.1)

23.2          Consent of Coopers & Lybrand L.L.P., Independent Accountants

24.1          Power of Attorney (see page 5)

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