<PAGE>

As filed with the Securities and Exchange Commission on December 19, 2000
                                           Registration No.______________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON , D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              APPLE COMPUTER, INC.
             (Exact name of registrant as specified in its charter)


       CALIFORNIA                                      94-2404110
(State of other jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                One Infinite Loop
                           Cupertino, California 95014
          (Address, including zip code, of principal executive offices)

                         1997 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 NANCY R. HEINEN
                                 General Counsel
                              Apple Computer, Inc.
                         One Infinite Loop, M/S 301-4CL
                           Cupertino, California 95014
                                 (408) 996-1010
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------ --------------- ---------------- --------------- ------------
                                                                                   PROPOSED         PROPOSED
                                                                   AMOUNT          MAXIMUM          MAXIMUM
                                                                   TO BE           AVERAGE          AGGREGATE       AMOUNT OF
                                                                   REGISTERED      OFFERING PRICE   OFFERING        REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED                               (1)             PER SHARE (2)    PRICE (3)       FEE (3)
------------------------------------------------------------------ --------------- ---------------- --------------- ------------
<S>                                                                <C>             <C>              <C>             <C>
COMMON STOCK, NO PAR VALUE
------------------------------------------------------------------ --------------- ---------------- --------------- ------------
--NEWLY RESERVED UNDER 1997 EMPLOYEE STOCK  OPTION PLAN            20,000,000      $   14.3438      $ 286,875,000   $  75,735
                                                                   SHARES
------------------------------------------------------------------ --------------- ---------------- --------------- ------------

------------------------------------------------------------------ --------------- ---------------- --------------- ------------
</TABLE>

-------------------------
(1)      Pursuant to Rule 429 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), the prospectus relating to this
Registration statement also relates to shares registered under Form S-8
Registration Statements Nos. 333-82603, 333-93471 and 333-37012. A total of
43,000,000 shares issuable under the 1997 Employee Stock Option Plan have
been previously registered under the Securities Act.

(2)      Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $14.3438 per share, which
represents the average of the high and low prices of the Common Stock
reported on the NASDAQ National Market for December 15, 2000.

(3)      Estimated pursuant to Rule 457 solely for purposes of calculating
the registration fee. Amount of the Registration Fee was calculated pursuant
to Section 6(b) of the Securities Act of 1933, as amended, and was determined
by multiplying the aggregate offering amount by .000264.



                                       2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

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

              (a) The Registrant's annual report on Form 10-K for the fiscal
         year ended September 30, 2000;

              (b) All other reports filed by the Registrant pursuant to
         Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT"), since September 30, 2000; and

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

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not Applicable.


                                       3
<PAGE>

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 317 of the California General Corporations Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be
made parties to any proceeding (with certain exceptions) by reason of the
fact that the person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with the proceeding if that person acted in good faith
and in a manner the person reasonably believed to be in the best interests of
the corporation. Section 204 of the CGCL provides that this limitation on
liability has no effect on a director's liability if (i) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit, (iv)
for acts or omissions that show a reckless disregard for the director's duty
to the corporation or its shareholders in circumstances in which the director
was aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310 of the CGCL
(concerning contracts or transactions between the corporation and a director)
or (vii) under Section 316 of the CGCL (directors' liability for improper
dividends, loans and guarantees). Section 317 does not extend to acts or
omissions of a director in his capacity as an officer. Further, Section 317
has no effect on claims arising under federal or state securities laws and
does not affect the availability of injunctions and other equitable remedies
available to the Company's shareholders for any violation of a director's
fiduciary duty to the Company or its shareholders.

         In accordance with Section 317, the Restated Articles of
Incorporation, as amended (the "Articles"), of the Company limit the
liability of a director to the Company or its shareholders for monetary
damages to the fullest extent permissible under California law. The Articles
further authorize the Company to provide indemnification to its agents
(including officers and directors), subject to the limitations set forth
above. The Articles and the Company's By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the
CGCL.

         Pursuant to the authority provided in the Articles, the Company has
entered into indemnification agreements with each of its executive officers
and directors, indemnifying them against certain potential liabilities that
may arise as a result of their service to the Company, and providing for
certain other protection.

         The Company also maintains insurance policies which insure its
officers and directors against certain liabilities.


                                       4
<PAGE>

         The foregoing summaries are necessarily subject to the complete text
of the statute, the Articles, the By-Laws and the agreements referred to
above and are qualified in their entirety by reference thereto.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not Applicable.

ITEM 8.       EXHIBITS.

              The following exhibits are filed as part of this Registration
              Statement:

<TABLE>
<CAPTION>
   Exhibit No.                  Description
   -----------                  -----------
<S>           <C>
      4.11     Form of Option Agreement
       5.1     Opinion of counsel as to the legality of the securities being
               registered hereby.
     10.A.49   1997 Employee Stock Option Plan, as amended through October 2000
      23.1     Consent of counsel (included in Exhibit 5.1).
      23.3     Consent of KPMG LLP with respect to the consolidated financial
               statements of the Registrant.
      24.1     Power of Attorney (included on page 8).
----------------
</TABLE>



                                       5
<PAGE>

ITEM 9.       UNDERTAKINGS.

              (a) The 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; and

              (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; and

              (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 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.

              (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant 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.


                                       6
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, County of Santa Clara, State of
California, on the 15th day of December, 2000.


                                      APPLE COMPUTER, INC.



                                      By /s/ Fred D. Anderson
                                        --------------------------------------
                                      Fred D. Anderson
                                      Executive Vice President and
                                      Chief Financial Officer


                                       7
<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Steven P. Jobs, Fred D.
Anderson and Nancy R. Heinen, and each of them individually and without the
others, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities to sign any amendments to the Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
          Signature                           Title                                    Date
          ---------                           -----                                    ----
<S>                                <C>                                          <C>

/s/ Steven P. Jobs                   Chief Executive Officer and
---------------------------          Director (Principal  Executive               December 15, 2000
  Steven P. Jobs                     Officer)


/s/ Fred D. Anderson                 Executive Vice President
---------------------------          and Chief Financial Officer                  December 15, 2000
  Fred D. Anderson                   (Principal Financial Officer)


/s/ Gareth C. C Chang
---------------------------                        Director                       December 15, 2000
  Gareth C. C Chang


/s/ William V. Campbell
---------------------------                        Director                       December 15, 2000
  William V. Campbell


/s/ Millard S. Drexler
---------------------------                        Director                       December 15, 2000
  Millard S. Drexler


/s/ Lawrence J. Ellison
---------------------------                        Director                       December 15, 2000
  Lawrence J. Ellison


/s/ Arthur D. Levinson
---------------------------                        Director                       December 15, 2000
  Arthur D. Levinson


/s/ Jerome B. York
---------------------------                        Director                       December 15, 2000
  Jerome B. York
</TABLE>


                                       8
<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
        Exhibit                                                                            Page
        -------                                                                            ----
            No.                      Description                                           No.
            ---                      -----------                                           ----
<S>                     <C>                                                              <C>


        4.11             Form of Option Agreement                                           10
         5.1             Opinion of counsel as to the legality of the
                         securities being registered hereby.                                13
       10.A.49           1997 Employee Stock Option Plan, as amended through
                         October 2000                                                       14
        23.1             Consent of Counsel (included in Exhibit 5.1)                       13
        23.3             Consent of KPMG LLP with respect to the
                         consolidated financial statements of the
                         Registrant.                                                        25
        24.1             Power of Attorney                                                   8
</TABLE>
------------------------------


                                       9
[{"type": "S-8", "sequence": "1", "filename": "a2033397zs-8.txt", "description": "S-8", "secsgml_size_bytes": 17860}]
{"company-data": {"conformed-name": "APPLE COMPUTER INC", "cik": "0000320193", "assigned-sic": "3571", "irs-number": "942404110", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52116", "film-number": "791437"}, "business-address": {"street1": "1 INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4089961010"}, "mail-address": {"street1": "ONE INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
As filed with the Securities and Exchange Commission on December 19, 2000
                                           Registration No.______________
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON , D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              APPLE COMPUTER, INC.
             (Exact name of registrant as specified in its charter)

       CALIFORNIA                                      94-2404110
(State of other jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                One Infinite Loop
                           Cupertino, California 95014
          (Address, including zip code, of principal executive offices)

                         1997 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 NANCY R. HEINEN
                                 General Counsel
                              Apple Computer, Inc.
                         One Infinite Loop, M/S 301-4CL
                           Cupertino, California 95014
                                 (408) 996-1010
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------ --------------- ---------------- --------------- ------------
                                                                                   PROPOSED         PROPOSED
                                                                   AMOUNT          MAXIMUM          MAXIMUM
                                                                   TO BE           AVERAGE          AGGREGATE       AMOUNT OF
                                                                   REGISTERED      OFFERING PRICE   OFFERING        REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED                               (1)             PER SHARE (2)    PRICE (3)       FEE (3)
------------------------------------------------------------------ --------------- ---------------- --------------- ------------
COMMON STOCK, NO PAR VALUE
------------------------------------------------------------------ --------------- ---------------- --------------- ------------
--NEWLY RESERVED UNDER 1997 EMPLOYEE STOCK  OPTION PLAN            20,000,000      $   14.3438      $ 286,875,000   $  75,735
                                                                   SHARES
------------------------------------------------------------------ --------------- ---------------- --------------- ------------

------------------------------------------------------------------ --------------- ---------------- --------------- ------------
-------------------------
(1)      Pursuant to Rule 429 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), the prospectus relating to this
Registration statement also relates to shares registered under Form S-8
Registration Statements Nos. 333-82603, 333-93471 and 333-37012. A total of
43,000,000 shares issuable under the 1997 Employee Stock Option Plan have
been previously registered under the Securities Act.

(2)      Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $14.3438 per share, which
represents the average of the high and low prices of the Common Stock
reported on the NASDAQ National Market for December 15, 2000.

(3)      Estimated pursuant to Rule 457 solely for purposes of calculating
the registration fee. Amount of the Registration Fee was calculated pursuant
to Section 6(b) of the Securities Act of 1933, as amended, and was determined
by multiplying the aggregate offering amount by .000264.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

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

              (a) The Registrant's annual report on Form 10-K for the fiscal
         year ended September 30, 2000;

              (b) All other reports filed by the Registrant pursuant to
         Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT"), since September 30, 2000; and

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

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not Applicable.

                                       3
ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 317 of the California General Corporations Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be
made parties to any proceeding (with certain exceptions) by reason of the
fact that the person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with the proceeding if that person acted in good faith
and in a manner the person reasonably believed to be in the best interests of
the corporation. Section 204 of the CGCL provides that this limitation on
liability has no effect on a director's liability if (i) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit, (iv)
for acts or omissions that show a reckless disregard for the director's duty
to the corporation or its shareholders in circumstances in which the director
was aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310 of the CGCL
(concerning contracts or transactions between the corporation and a director)
or (vii) under Section 316 of the CGCL (directors' liability for improper
dividends, loans and guarantees). Section 317 does not extend to acts or
omissions of a director in his capacity as an officer. Further, Section 317
has no effect on claims arising under federal or state securities laws and
does not affect the availability of injunctions and other equitable remedies
available to the Company's shareholders for any violation of a director's
fiduciary duty to the Company or its shareholders.

         In accordance with Section 317, the Restated Articles of
Incorporation, as amended (the "Articles"), of the Company limit the
liability of a director to the Company or its shareholders for monetary
damages to the fullest extent permissible under California law. The Articles
further authorize the Company to provide indemnification to its agents
(including officers and directors), subject to the limitations set forth
above. The Articles and the Company's By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the
CGCL.

         Pursuant to the authority provided in the Articles, the Company has
entered into indemnification agreements with each of its executive officers
and directors, indemnifying them against certain potential liabilities that
may arise as a result of their service to the Company, and providing for
certain other protection.

         The Company also maintains insurance policies which insure its
officers and directors against certain liabilities.

                                       4
The foregoing summaries are necessarily subject to the complete text
of the statute, the Articles, the By-Laws and the agreements referred to
above and are qualified in their entirety by reference thereto.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not Applicable.

ITEM 8.       EXHIBITS.

              The following exhibits are filed as part of this Registration
              Statement:
Exhibit No.                  Description
   -----------                  -----------
4.11     Form of Option Agreement
       5.1     Opinion of counsel as to the legality of the securities being
               registered hereby.
     10.A.49   1997 Employee Stock Option Plan, as amended through October 2000
      23.1     Consent of counsel (included in Exhibit 5.1).
      23.3     Consent of KPMG LLP with respect to the consolidated financial
               statements of the Registrant.
      24.1     Power of Attorney (included on page 8).
----------------
5
ITEM 9.       UNDERTAKINGS.

              (a) The 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; and

              (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; and

              (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 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.

              (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant 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.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, County of Santa Clara, State of
California, on the 15th day of December, 2000.

                                      APPLE COMPUTER, INC.

                                      By /s/ Fred D. Anderson
                                        --------------------------------------
                                      Fred D. Anderson
                                      Executive Vice President and
                                      Chief Financial Officer

                                       7
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Steven P. Jobs, Fred D.
Anderson and Nancy R. Heinen, and each of them individually and without the
others, his attorneys-in-fact, each with the power of substitution, for him
in any and all capacities to sign any amendments to the Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                           Title                                    Date
          ---------                           -----                                    ----
/s/ Steven P. Jobs                   Chief Executive Officer and
---------------------------          Director (Principal  Executive               December 15, 2000
  Steven P. Jobs                     Officer)

/s/ Fred D. Anderson                 Executive Vice President
---------------------------          and Chief Financial Officer                  December 15, 2000
  Fred D. Anderson                   (Principal Financial Officer)

/s/ Gareth C. C Chang
---------------------------                        Director                       December 15, 2000
  Gareth C. C Chang

/s/ William V. Campbell
---------------------------                        Director                       December 15, 2000
  William V. Campbell

/s/ Millard S. Drexler
---------------------------                        Director                       December 15, 2000
  Millard S. Drexler

/s/ Lawrence J. Ellison
---------------------------                        Director                       December 15, 2000
  Lawrence J. Ellison

/s/ Arthur D. Levinson
---------------------------                        Director                       December 15, 2000
  Arthur D. Levinson

/s/ Jerome B. York
---------------------------                        Director                       December 15, 2000
  Jerome B. York
8
EXHIBIT INDEX
Exhibit                                                                            Page
        -------                                                                            ----
            No.                      Description                                           No.
            ---                      -----------                                           ----
4.11             Form of Option Agreement                                           10
         5.1             Opinion of counsel as to the legality of the
                         securities being registered hereby.                                13
       10.A.49           1997 Employee Stock Option Plan, as amended through
                         October 2000                                                       14
        23.1             Consent of Counsel (included in Exhibit 5.1)                       13
        23.3             Consent of KPMG LLP with respect to the
                         consolidated financial statements of the
                         Registrant.                                                        25
        24.1             Power of Attorney                                                   8
------------------------------

                                       9