<PAGE>

       As filed with the Securities and Exchange Commission on October 29, 1999
                                                 Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                           Under The Securities Act of 1933

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

                                NORTHWEST PIPE COMPANY
                  (Exact name of registrant as specified in charter)

             OREGON                                          93-0557988
  (State or other jurisdiction of                          (IRS Employer
   incorporation or organization)                      Identification Number)

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

                       12005 N. BURGARD, PORTLAND, OREGON 97203
                                     503-285-1400
     (Address, including zip code, and telephone number, including area code, of
                      registrant's principal executive offices)

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

                                NORTHWEST PIPE COMPANY
                          1999 EMPLOYEE STOCK PURCHASE PLAN

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

                                   BRIAN W. DUNHAM
                        PRESIDENT AND CHIEF OPERATING OFFICER
                                NORTHWEST PIPE COMPANY
                       12005 N. BURGARD, PORTLAND, OREGON 97203
                                     503-285-1400
(Name, address, including zip code, and telephone number, including area code,
                                of agent for service)

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

                                    WITH COPIES TO:
                              GREGORY E. STRUXNESS, ESQ.
                                    ATER WYNNE LLP
                            222 S.W. COLUMBIA, SUITE 1800
                                PORTLAND, OREGON 97201
                                    (503) 226-1191

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

                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of Securities to Be    Amount to Be Registered    Proposed Maximum Offering    Proposed Maximum Aggregate       Amount of
         Registered                                        Price Per Share (1)           Offering Price (1)       Registration Fee
<S>                          <C>                        <C>                          <C>                          <C>
Common Stock, par value
 $.01 per share (2)  . . .        300,000 shares                $12.875                     $3,862,500                  $1,074

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.
(2)  Including associated Preferred Stock Purchase Rights.  Prior to the
     occurrence of certain events, the Preferred Stock Purchase Rights will not
     be evidenced or traded separately from the Common Stock.

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into this
Registration Statement:

          (a)  Annual Report on Form 10-K for the year ended December 31,
1998 of Northwest Pipe Company (the "Company") filed with the Securities and
Exchange Commission (the "SEC") on March 30, 1999.

          (b)  Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1999 filed with the SEC on May 7, 1999, Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999 filed on August 2, 1999 and
Current Report on Form 8-K of the Company filed with the SEC on July 1, 1999.

          (c)  Registration Statement on Form 8-A of the Company filed with
the SEC on November 2, 1995 and Registration Statement on Form 8-A of the
Company filed with the SEC on July 1, 1999.

          (d)  All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement and before the date of filing
of a post-effective amendment to this Registration Statement stating that all
securities offered have been sold or deregistering all securities then
remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act (the "OBCA") and the exculpation from liability and
indemnification provisions contained therein.  Pursuant to Section 60.047(2)
of the OBCA, Article VI of the Company's Restated Articles of Incorporation
(the "Restated Articles") eliminates the liability of the Company's directors
to the Company or its shareholders, except for any liability related to
breach of the duty of loyalty, actions not in good faith and certain other
liabilities.

                                     -2-

<PAGE>

     Section 60.387 et seq. of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer
has acted in good faith and with a reasonable belief that actions taken were
in the best interests of the corporation or at least not adverse to the
corporation's best interests and, if in a criminal proceeding, the individual
had no reasonable cause to believe the conduct in question was unlawful.
Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation but may
indemnify against the reasonable expenses associated with such claims.
Corporations may not indemnify against breaches of the duty of loyalty.  The
OBCA mandates indemnifications against all reasonable expenses incurred in
the successful defense of any claim made or threatened whether or not such
claim was by or in the right of the corporation. Finally, a court may order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer met the good faith and
reasonable belief standards of conduct set forth in the statute.

     The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may
be entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

     The Restated Articles require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law.  The Restated Bylaws of
the Company (the "Bylaws") also require the Company to indemnify its
directors and officers to the fullest extent permitted by the OBCA.  In
addition, the Bylaws deem that all rights to indemnification under the Bylaws
are deemed to be contractual rights and are to be effective to the same
extent as if provided for in a contract between the Company and the director
or officer who serves in such capacity.

     The Company has entered into indemnity agreements with each of its
executive officers and directors. Each agreement provides for indemnification
of the indemnitee to the fullest extent by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     Number                        Description

      5.1           Opinion of Ater Wynne LLP as to the legality of the
                    securities being registered

                                     -3-

<PAGE>

     23.1           Consent of Ater Wynne LLP (included in legal opinion filed
                    as Exhibit 5.1)

     23.2           Consent of PricewaterhouseCoopers LLP

     24.0           Powers of Attorney (included in signature page in Part II of
                    the Registration Statement)

     99.1           1999 Employee Stock Purchase Plan


ITEM 9.   UNDERTAKINGS

          a.   The undersigned registrant hereby undertakes 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 of 1933;

               ii.  to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in 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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          b.   The undersigned registrant hereby undertakes that, for the
purpose of determining liability under the Securities Act of 1933, 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.

          c.   The undersigned registrant hereby undertakes 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.

          d.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual

                                     -4-

<PAGE>

report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 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.

          e.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 a director, officer or
controlling person in connection with 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 Act and will be governed by the final
adjudication of such issue.

                                     -5-

<PAGE>

                                  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 authorized, in the City of Portland, State of Oregon, on the 28th
day of October, 1999.

                            NORTHWEST PIPE COMPANY



                            By /s/ Brian W. Dunham
                               ----------------------------------------
                                   Brian W. Dunham
                                   President and Chief Operating Officer


                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Tagmyer and Brian W. Dunham and
each of them singly, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission 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 foregoing, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Witness our hands on the date set forth below.

     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.

                            [Signatures on following page]

                                     -6-

<PAGE>

<TABLE>
<CAPTION>

     Signature                Title                                           Date
<S>                           <C>                                             <C>

/s/ William R. Tagmyer        Chairman of the Board and Chief Executive       10/28/99
------------------------      Officer (Principal Executive Officer)
William R. Tagmyer


/s/ Brian W. Dunham           President, Chief Operating Officer and          10/28/99
------------------------      Director
Brian W. Dunham


/s/ John D. Murakami          Vice President and Chief Financial Officer      10/28/99
------------------------      (Principal Financial Officer)
John D. Murakami


/s/ Warren D. Kearns          Director                                        10/28/99
------------------------
Warren D. Kearns


/s/ Wayne B. Kingsley         Director                                        10/28/99
------------------------
Wayne B. Kingsley


/s/ Vern B. Ryles             Director                                        10/28/99
------------------------
Vern B. Ryles


/s/ Neil R. Thornton          Director                                        10/28/99
------------------------
Neil R. Thornton
</TABLE>
                                     -7-

<PAGE>

                                  INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT                                                             PAGE
     NUMBER              EXHIBIT                                          NO.
<S>            <C>                                                       <C>
      5.1      Opinion of Ater Wynne LLP as to the legality of the
               securities being registered

     23.1      Consent of Ater Wynne LLP (included in legal opinion
               filed as Exhibit 5.1)

     23.2      Consent of PricewaterhouseCoopers LLP

     24.0      Powers of Attorney (included in signature page in Part
               II of the Registration Statement)

     99.1      1999 Employee Stock Purchase Plan

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16235}]
{"company-data": {"conformed-name": "NORTHWEST PIPE CO", "cik": "0001001385", "assigned-sic": "3317", "irs-number": "930557988", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89949", "film-number": "99737478"}, "business-address": {"street1": "12005 N BURGARD", "street2": "P O BOX 83149", "city": "PORTLAND", "state": "OR", "zip": "97203", "phone": "5032851400"}, "mail-address": {"street1": "12005 N BURGARD", "street2": "P O BOX 83149", "city": "PORTLAND", "state": "OR", "zip": "97203"}}
As filed with the Securities and Exchange Commission on October 29, 1999
                                                 Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                           Under The Securities Act of 1933

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

                                NORTHWEST PIPE COMPANY
                  (Exact name of registrant as specified in charter)

             OREGON                                          93-0557988
  (State or other jurisdiction of                          (IRS Employer
   incorporation or organization)                      Identification Number)

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

                       12005 N. BURGARD, PORTLAND, OREGON 97203
                                     503-285-1400
     (Address, including zip code, and telephone number, including area code, of
                      registrant's principal executive offices)

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

                                NORTHWEST PIPE COMPANY
                          1999 EMPLOYEE STOCK PURCHASE PLAN

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

                                   BRIAN W. DUNHAM
                        PRESIDENT AND CHIEF OPERATING OFFICER
                                NORTHWEST PIPE COMPANY
                       12005 N. BURGARD, PORTLAND, OREGON 97203
                                     503-285-1400
(Name, address, including zip code, and telephone number, including area code,
                                of agent for service)

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

                                    WITH COPIES TO:
                              GREGORY E. STRUXNESS, ESQ.
                                    ATER WYNNE LLP
                            222 S.W. COLUMBIA, SUITE 1800
                                PORTLAND, OREGON 97201
                                    (503) 226-1191

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

                            CALCULATION OF REGISTRATION FEE
Title of Securities to Be    Amount to Be Registered    Proposed Maximum Offering    Proposed Maximum Aggregate       Amount of
         Registered                                        Price Per Share (1)           Offering Price (1)       Registration Fee
Common Stock, par value
 $.01 per share (2)  . . .        300,000 shares                $12.875                     $3,862,500                  $1,074
(1)  Estimated solely for the purpose of calculating the registration fee.
(2)  Including associated Preferred Stock Purchase Rights.  Prior to the
     occurrence of certain events, the Preferred Stock Purchase Rights will not
     be evidenced or traded separately from the Common Stock.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into this
Registration Statement:

          (a)  Annual Report on Form 10-K for the year ended December 31,
1998 of Northwest Pipe Company (the "Company") filed with the Securities and
Exchange Commission (the "SEC") on March 30, 1999.

          (b)  Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1999 filed with the SEC on May 7, 1999, Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999 filed on August 2, 1999 and
Current Report on Form 8-K of the Company filed with the SEC on July 1, 1999.

          (c)  Registration Statement on Form 8-A of the Company filed with
the SEC on November 2, 1995 and Registration Statement on Form 8-A of the
Company filed with the SEC on July 1, 1999.

          (d)  All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement and before the date of filing
of a post-effective amendment to this Registration Statement stating that all
securities offered have been sold or deregistering all securities then
remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act (the "OBCA") and the exculpation from liability and
indemnification provisions contained therein.  Pursuant to Section 60.047(2)
of the OBCA, Article VI of the Company's Restated Articles of Incorporation
(the "Restated Articles") eliminates the liability of the Company's directors
to the Company or its shareholders, except for any liability related to
breach of the duty of loyalty, actions not in good faith and certain other
liabilities.

                                     -2-
Section 60.387 et seq. of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or officer
has acted in good faith and with a reasonable belief that actions taken were
in the best interests of the corporation or at least not adverse to the
corporation's best interests and, if in a criminal proceeding, the individual
had no reasonable cause to believe the conduct in question was unlawful.
Under the OBCA, corporations may not indemnify against liability in
connection with a claim by or in the right of the corporation but may
indemnify against the reasonable expenses associated with such claims.
Corporations may not indemnify against breaches of the duty of loyalty.  The
OBCA mandates indemnifications against all reasonable expenses incurred in
the successful defense of any claim made or threatened whether or not such
claim was by or in the right of the corporation. Finally, a court may order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer met the good faith and
reasonable belief standards of conduct set forth in the statute.

     The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may
be entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

     The Restated Articles require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law.  The Restated Bylaws of
the Company (the "Bylaws") also require the Company to indemnify its
directors and officers to the fullest extent permitted by the OBCA.  In
addition, the Bylaws deem that all rights to indemnification under the Bylaws
are deemed to be contractual rights and are to be effective to the same
extent as if provided for in a contract between the Company and the director
or officer who serves in such capacity.

     The Company has entered into indemnity agreements with each of its
executive officers and directors. Each agreement provides for indemnification
of the indemnitee to the fullest extent by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     Number                        Description

      5.1           Opinion of Ater Wynne LLP as to the legality of the
                    securities being registered

                                     -3-
23.1           Consent of Ater Wynne LLP (included in legal opinion filed
                    as Exhibit 5.1)

     23.2           Consent of PricewaterhouseCoopers LLP

     24.0           Powers of Attorney (included in signature page in Part II of
                    the Registration Statement)

     99.1           1999 Employee Stock Purchase Plan

ITEM 9.   UNDERTAKINGS

          a.   The undersigned registrant hereby undertakes 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 of 1933;

               ii.  to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in 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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          b.   The undersigned registrant hereby undertakes that, for the
purpose of determining liability under the Securities Act of 1933, 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.

          c.   The undersigned registrant hereby undertakes 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.

          d.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual

                                     -4-
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 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.

          e.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 a director, officer or
controlling person in connection with 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 Act and will be governed by the final
adjudication of such issue.

                                     -5-
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 authorized, in the City of Portland, State of Oregon, on the 28th
day of October, 1999.

                            NORTHWEST PIPE COMPANY

                            By /s/ Brian W. Dunham
                               ----------------------------------------
                                   Brian W. Dunham
                                   President and Chief Operating Officer

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Tagmyer and Brian W. Dunham and
each of them singly, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission 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 foregoing, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Witness our hands on the date set forth below.

     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.

                            [Signatures on following page]

                                     -6-
Signature                Title                                           Date
/s/ William R. Tagmyer        Chairman of the Board and Chief Executive       10/28/99
------------------------      Officer (Principal Executive Officer)
William R. Tagmyer

/s/ Brian W. Dunham           President, Chief Operating Officer and          10/28/99
------------------------      Director
Brian W. Dunham

/s/ John D. Murakami          Vice President and Chief Financial Officer      10/28/99
------------------------      (Principal Financial Officer)
John D. Murakami

/s/ Warren D. Kearns          Director                                        10/28/99
------------------------
Warren D. Kearns

/s/ Wayne B. Kingsley         Director                                        10/28/99
------------------------
Wayne B. Kingsley

/s/ Vern B. Ryles             Director                                        10/28/99
------------------------
Vern B. Ryles

/s/ Neil R. Thornton          Director                                        10/28/99
------------------------
Neil R. Thornton
-7-
INDEX TO EXHIBITS
EXHIBIT                                                             PAGE
     NUMBER              EXHIBIT                                          NO.
5.1      Opinion of Ater Wynne LLP as to the legality of the
               securities being registered

     23.1      Consent of Ater Wynne LLP (included in legal opinion
               filed as Exhibit 5.1)

     23.2      Consent of PricewaterhouseCoopers LLP

     24.0      Powers of Attorney (included in signature page in Part
               II of the Registration Statement)

     99.1      1999 Employee Stock Purchase Plan