Registration Statement No. _________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                       TransAct Technologies Incorporated
               (Exact name of issuer as specified in its charter)

                               Delaware 06-1456680
(State or other jurisdic-                                     (I.R.S. Employer
   tion of incorporation)                                    Identification No.)

                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                                 1996 Stock Plan
                            (Full title of the Plan)

       Richard L. Cote, Executive Vice President, Chief Financial Officer,
                             Treasurer, and Director
                       TransAct Technologies Incorporated
                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
                (Name, address, including zip code, and telephone
                number, including area code, of agent for service
                                   of process)

                                    Copy to:

                            Michael S. McSherry, Esq.
                            Hinckley, Allen & Snyder
                              One Financial Center
                        Boston, Massachusetts 02111-2625
                                 (617) 345-9000

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

                                                         Exhibit Index on Page 8


<PAGE>




================================================================================
                         CALCULATION OF REGISTRATION FEE
================================================================================


Title of
Each Class of    Proposed       Proposed
Securities       Amount         Maximum           Maximum          Amount
to be            to be          Offering Price    Aggregate        Registration
Registered       Registered     Per Share(*)      Offering Price   Fee
--------------------------------------------------------------------------------


Common Stock     600,000        $15.75            $9,450,000       $2,864.00
(par value 
$.01)
--------------------------------------------------------------------------------


(*) Computed  pursuant to Rule 457(h) solely for the purpose of determining  the
registration  fee,  based  on the  average  of the high  and low  prices  of the
Registrant's Common Stock as reported by NASDAQ on July 31, 1997.




<PAGE>

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.         Incorporation of Certain Documents by Reference.

     The  following   documents   heretofore  filed  by  TransAct   Technologies
Incorporated  (the  "Registrant")  with the Securities  and Exchange  Commission
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are incorporated by reference in this Registration Statement:

     (a) The Registrant's latest annual report on Form10-K, or, if the financial
statements therein are more current,  the Registrant's latest prospectus,  other
than the  prospectus  of which this document is a part,  filed  pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act").

     (b) All other reports filed by the Registrant  pursuant to Sections13(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 under Section 12 of the Exchange Act,
including  any  amendment  or reports  filed for the  purpose of  updating  such
description.

     All   documents   subsequently   filed  by  the   Registrant   pursuant  to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares 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.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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.

     Article VII of the Registrant's  by-laws (i) authorizes the indemnification
of  directors  and  officers  (the   "Indemnified   Persons")   under  specified
circumstances  to  the  fullest  extent   authorized  by  the  Delaware  General
Corporation   Law,  (ii)  provides  for  the  advancement  of  expenses  to  the
Indemnified  Persons for  defending  any  proceedings  related to the  specified
circumstances,  and (iii) gives the Indemnified  Persons the right to bring suit
against the Registrant to enforce the foregoing  rights to  indemnification  and
advancement of expenses. The Registrant currently maintains one or more policies
of insurance  under which the directors and officers of Registrant  are insured,
within the  limits  and  subject to the  limitations  of the  policies,  against
certain  expenses  in  connection  with  the  defense  of  actions,   suits,  or
proceedings,  and certain liabilities which might be imposed as a result of such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

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

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of this 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  (or the most  recent  post-effective
          amendment thereof);

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

          Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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  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 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.

(c) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) 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  described in Item 6, or otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense of any action,  suit,  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of 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.


<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  of  the  undersigned,  thereunto  duly
authorized, in the City of Wallingford, State of Connecticut, on the 29th day of
July, 1997.

                                    TRANSACT TECHNOLOGIES INCORPORATED

                                     By:   /s/  Richard L. Cote
                                           Richard L. Cote, Executive Vice
                                           President and Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  persons does
hereby  constitute and appoint each of Bart C. Shuldman and Richard L. Cote with
full power of substitution his true and lawful  attorneys-in-fact and agents for
him 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,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  necessary  to be done in order to  effectuate  the
same 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 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 dates indicated.

Signature                         Title                            Date

/s/ Thomas R. Schwarz             Chairman of the Board            July 29, 1997
-------------------------------
Thomas R. Schwarz

/s/ Bart C. Shuldman              Chief Executive Officer,         July 29, 1997
-------------------------------   President and Director
Bart C. Shuldman                        

/s/ Richard L. Cote               Executive Vice President, Chief  July 29, 1997
-------------------------------   Financial Officer, Treasurer,
Richard L. Cote                   and Director       
                                         

/s/ Graham Y. Tanaka              Director                         July 29, 1997
-------------------------------
Graham Y. Tanaka

/s/ Charles A. Dill               Director                         July 29, 1997
-------------------------------
Charles A. Dill


<PAGE>



                                  EXHIBIT INDEX


                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER                       EXHIBIT                                PAGE

4.1                          Articles of Incorporation of
                             the Registrant, as amended
                             (filed as Exhibit No. 3.1 to
                             the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.2                          By-laws of the Registrant, as
                             amended (filed as Exhibit 3.2
                             to the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.3                          1996 Stock Plan of Registrant          8

5                            Opinion of Hinckley, Allen &
                             Snyder                                 28

23.1                         Consent of Price Waterhouse            30

23.2                         Consent of Hinckley, Allen &
                             Snyder (contained in their
                             opinion filed as Exhibit 5)            N/A
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16224}]
{"company-data": {"conformed-name": "TRANSACT TECHNOLOGIES INC", "cik": "0001017303", "assigned-sic": "3577", "irs-number": "061456680", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32703", "film-number": "97650370"}, "business-address": {"street1": "7 LASER LANE", "city": "WALLINGFORD", "state": "CT", "zip": "06492", "phone": "617345900"}, "mail-address": {"street1": "7 LASER LANE", "city": "WALLINGFORD", "state": "CT", "zip": "06492"}}
Registration Statement No. _________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                       TransAct Technologies Incorporated
               (Exact name of issuer as specified in its charter)

                               Delaware 06-1456680
(State or other jurisdic-                                     (I.R.S. Employer
   tion of incorporation)                                    Identification No.)

                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                                 1996 Stock Plan
                            (Full title of the Plan)

       Richard L. Cote, Executive Vice President, Chief Financial Officer,
                             Treasurer, and Director
                       TransAct Technologies Incorporated
                                  7 Laser Lane
                         Wallingford, Connecticut 06492
                                 (203) 269-1198
                (Name, address, including zip code, and telephone
                number, including area code, of agent for service
                                   of process)

                                    Copy to:

                            Michael S. McSherry, Esq.
                            Hinckley, Allen & Snyder
                              One Financial Center
                        Boston, Massachusetts 02111-2625
                                 (617) 345-9000

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

                                                         Exhibit Index on Page 8
================================================================================
                         CALCULATION OF REGISTRATION FEE
================================================================================

Title of
Each Class of    Proposed       Proposed
Securities       Amount         Maximum           Maximum          Amount
to be            to be          Offering Price    Aggregate        Registration
Registered       Registered     Per Share(*)      Offering Price   Fee
--------------------------------------------------------------------------------

Common Stock     600,000        $15.75            $9,450,000       $2,864.00
(par value 
$.01)
--------------------------------------------------------------------------------

(*) Computed  pursuant to Rule 457(h) solely for the purpose of determining  the
registration  fee,  based  on the  average  of the high  and low  prices  of the
Registrant's Common Stock as reported by NASDAQ on July 31, 1997.
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.         Incorporation of Certain Documents by Reference.

     The  following   documents   heretofore  filed  by  TransAct   Technologies
Incorporated  (the  "Registrant")  with the Securities  and Exchange  Commission
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are incorporated by reference in this Registration Statement:

     (a) The Registrant's latest annual report on Form10-K, or, if the financial
statements therein are more current,  the Registrant's latest prospectus,  other
than the  prospectus  of which this document is a part,  filed  pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act").

     (b) All other reports filed by the Registrant  pursuant to Sections13(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 under Section 12 of the Exchange Act,
including  any  amendment  or reports  filed for the  purpose of  updating  such
description.

     All   documents   subsequently   filed  by  the   Registrant   pursuant  to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares 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.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.
Item 6. Indemnification of Directors and Officers.

     Article VII of the Registrant's  by-laws (i) authorizes the indemnification
of  directors  and  officers  (the   "Indemnified   Persons")   under  specified
circumstances  to  the  fullest  extent   authorized  by  the  Delaware  General
Corporation   Law,  (ii)  provides  for  the  advancement  of  expenses  to  the
Indemnified  Persons for  defending  any  proceedings  related to the  specified
circumstances,  and (iii) gives the Indemnified  Persons the right to bring suit
against the Registrant to enforce the foregoing  rights to  indemnification  and
advancement of expenses. The Registrant currently maintains one or more policies
of insurance  under which the directors and officers of Registrant  are insured,
within the  limits  and  subject to the  limitations  of the  policies,  against
certain  expenses  in  connection  with  the  defense  of  actions,   suits,  or
proceedings,  and certain liabilities which might be imposed as a result of such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

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

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of this 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  (or the most  recent  post-effective
          amendment thereof);

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

          Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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  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 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.

(c) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) 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  described in Item 6, or otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense of any action,  suit,  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of 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.
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  of  the  undersigned,  thereunto  duly
authorized, in the City of Wallingford, State of Connecticut, on the 29th day of
July, 1997.

                                    TRANSACT TECHNOLOGIES INCORPORATED

                                     By:   /s/  Richard L. Cote
                                           Richard L. Cote, Executive Vice
                                           President and Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  persons does
hereby  constitute and appoint each of Bart C. Shuldman and Richard L. Cote with
full power of substitution his true and lawful  attorneys-in-fact and agents for
him 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,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  necessary  to be done in order to  effectuate  the
same 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 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 dates indicated.

Signature                         Title                            Date

/s/ Thomas R. Schwarz             Chairman of the Board            July 29, 1997
-------------------------------
Thomas R. Schwarz

/s/ Bart C. Shuldman              Chief Executive Officer,         July 29, 1997
-------------------------------   President and Director
Bart C. Shuldman                        

/s/ Richard L. Cote               Executive Vice President, Chief  July 29, 1997
-------------------------------   Financial Officer, Treasurer,
Richard L. Cote                   and Director       
                                         

/s/ Graham Y. Tanaka              Director                         July 29, 1997
-------------------------------
Graham Y. Tanaka

/s/ Charles A. Dill               Director                         July 29, 1997
-------------------------------
Charles A. Dill
EXHIBIT INDEX

                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER                       EXHIBIT                                PAGE

4.1                          Articles of Incorporation of
                             the Registrant, as amended
                             (filed as Exhibit No. 3.1 to
                             the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.2                          By-laws of the Registrant, as
                             amended (filed as Exhibit 3.2
                             to the Registrant's registration
                             statement on Form S-1 dated
                             June 26, 1996, and by this
                             reference incorporated herein)         N/A

4.3                          1996 Stock Plan of Registrant          8

5                            Opinion of Hinckley, Allen &
                             Snyder                                 28

23.1                         Consent of Price Waterhouse            30

23.2                         Consent of Hinckley, Allen &
                             Snyder (contained in their
                             opinion filed as Exhibit 5)            N/A