<PAGE>
 
              As filed with the Securities and Exchange Commission
                                on June 24, 1998
                                              Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       BOSTON COMMUNICATIONS GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                 MASSACHUSETTS
         (State or Other Jurisdiction of Incorporation or Organization)

                                  04-30226859
                      (I.R.S. Employer Identification No.)

     100 SYLVAN ROAD, WOBURN, MASSACHUSETTS                 01801  
    (Address of Principal Executive Offices)              (Zip Code)

                           NON-STATUTORY STOCK OPTION
                            (Full Title of the Plan)

                               EDWARD H. SNOWDEN
                       BOSTON COMMUNICATIONS GROUP, INC.
                                100 SYLVAN ROAD
                          WOBURN, MASSACHUSETTS 01801
                    (Name and Address of Agent for Service)

                                 (617) 692-7000
         (Telephone Number, Including Area Code, of Agent For Service)

================================================================================

                        CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
 
                                     PROPOSED      PROPOSED                   
      TITLE OF                       MAXIMUM       MAXIMUM                    
     SECURITIES         AMOUNT       OFFERING     AGGREGATE       AMOUNT OF   
       TO BE             TO BE      PRICE PER      OFFERING     REGISTRATION 
     REGISTERED       REGISTERED      SHARE          PRICE          FEE       
 
================================================================================
 
 
<S>                   <C>          <C>           <C>            <C>
Common Stock,                                                             
$.01 par value per
 share                    400,000      $7.032(1)   $2,812,800(1)     $829.78 
=============================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low sale prices of the Common Stock
     on the Nasdaq National Market on June 18, 1998 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933, as amended.
=============================================================================
<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to the recipient of the Non-Statutory Stock Option from Boston
Communications Group, Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
          -----------------------------------------------

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are filed with
the Commission, are incorporated in this Registration Statement by reference:

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

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus referred to in (1) above.

          (3) The description of the common stock of the Registrant, $.01 par
     value per share (the "Common Stock"), contained in a registration statement
     filed under the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

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

                                      II-1
<PAGE>
 
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 6 of the Company's Restated Articles of Organization provides
that the Company shall indemnify each person who is or was a director, officer,
employee or other agent of the Company, and each person who is or was serving at
the request of the Company as a director, trustee, officer, employee or other
agent of another organization in which it directly or indirectly owns shares or
of which it is directly or indirectly a creditor, against all liabilities, costs
and expenses reasonably incurred by any such persons in connection with the
defense or disposition of or otherwise in connection with or resulting from any
action, suit or other proceeding in which they may be involved by reason of
being or having been such a director, officer, employee, agent or trustee, or by
reason of any action taken or not taken in such capacity, except with respect to
any matter as to which such person shall have been finally adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Company.  The provisions in the Company's articles pertaining to indemnification
may not be amended and no provision inconsistent therewith may be adopted
without the approval of either the Board of Directors or the holders of at least
a majority of the voting power of the Company.  Section 67 of Chapter 156B of
the Massachusetts Business Corporation Law authorizes a corporation to indemnify
its directors, officers, employees and other agents unless such person shall
have been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that such action was in the best interests of the corporation.

     The Company maintains directors' and officers' liability insurance for the
benefit of its directors and certain of its officers.
 

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.

                                      II-2
<PAGE>
 
Item 8.   Exhibits
          --------

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

 
Item 9.   Undertakings
          ------------

     1.   The Registrant hereby undertakes

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

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

    (ii)  To reflect in the prospectus any facts or events arising after the
          effective date of the registration statement (or the most recent post-
          effective amendment thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set forth in the
          registration statement; and

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

provided, however that paragraphs (i) and (ii) do 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 the
registration statement.

          (b)  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.

          (c)  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.

     2.   The 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 

                                      II-3
<PAGE>
 
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 in the initial bona fide offering thereof.

     3.   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.

                                      II-4
<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 Town of Woburn, Commonwealth of Massachusetts, on this 24th
day of June, 1998.

 
                              BOSTON COMMUNICATIONS GROUP, INC.


                                    /s/ Edward Snowden
                              By:   ____________________________________
                                    Edward H. Snowden
                                    President and Chief Executive Officer



                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Boston Communications Group,
Inc., hereby severally constitute Edward H. Snowden, Frederick E. von Mering,
Alan J. Bouffard and Thomas L. Barrette, Jr., and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent amendments to
said Registration Statement, and generally to do all such things in our names
and behalf in our capacities as officers and directors to enable Boston
Communications Group, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

                                      II-5
<PAGE>
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
        Signature                    Title                 Date
        ---------                    -----                 ----         
<S>                        <C>                       <C>
/s/ Edward H. Snowden
___________________________    President, Chief
Edward H. Snowden              Executive Officer and     June  24, 1998
                               Director (Principal
                               Executive Officer)
 
 
/s/ Frederick E. von Mering  
___________________________    Vice President -
Frederick E. von Mering        Finance                   June  24, 1998
                               and Administration and
                               Director (Principal
                               Financial and
                               Accounting Officer)
 
 
/s/ Paul J. Tobin
___________________________   Chairman of the Board     June  24, 1998
Paul J. Tobin 
              
 
 
/s/ Brian E. Boyle
___________________________   Vice Chairman of the
Brian E. Boyle                Board                     June  24, 1998
                         
 
 
/s/ Jerrold D. Adams 
___________________________   Director                  June  24, 1998
Jerrold D. Adams         
                         
 
 
/s/ Craig L. Burr 
___________________________   Director                  June  24, 1998
Craig L. Burr            
                         

  
/s/ Mark J. Kington 
___________________________   Director                  June  24, 1998
Mark J. Kington           

</TABLE> 
 

                                      II-6
<PAGE>
 
<TABLE>
<CAPTION>
        Signature                   Title                 Date
        ---------                   -----                 ----         
<S>                        <C>                       <C>

/s/ Paul R. Gudonis
________________________           Director          June  24, 1998
Paul R. Gudonis          

 
 
/s/ Gerald Segel 
________________________           Director          June  24, 1998
Gerald Segel  

 
 
</TABLE>

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


<TABLE>
<CAPTION>
Exhibit
Number                     Description
------                     -----------                          
<C>          <S>
  4.1/(1)/   Specimen Certificate for shares of Common Stock, $.01
             par value per share, of the Registrant
  5.1        Opinion of Hale and Dorr LLP
 23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1)
 23.2        Consent of Ernst & Young LLP
 24.1        Power of Attorney (included on the signature page of
             this Registration Statement)
</TABLE>

--------------
    /1/   Incorporated herein by reference to the Registrant's Registration
          Statement on Form S-1 (Commission File No. 333-4128).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16254}]
{"company-data": {"conformed-name": "BOSTON COMMUNICATIONS GROUP INC", "cik": "0001012887", "assigned-sic": "4812", "irs-number": "043026859", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57641", "film-number": "98653571"}, "business-address": {"street1": "100 SYLVAN RD", "street2": "STE 100", "city": "WOBURN", "state": "MA", "zip": "01801-1830", "phone": "6174763570"}, "mail-address": {"street1": "100 SYLVAN RD", "street2": "STE 100", "city": "WOBURN", "state": "MA", "zip": "01801-1830"}}
As filed with the Securities and Exchange Commission
                                on June 24, 1998
                                              Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       BOSTON COMMUNICATIONS GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                 MASSACHUSETTS
         (State or Other Jurisdiction of Incorporation or Organization)

                                  04-30226859
                      (I.R.S. Employer Identification No.)

     100 SYLVAN ROAD, WOBURN, MASSACHUSETTS                 01801  
    (Address of Principal Executive Offices)              (Zip Code)

                           NON-STATUTORY STOCK OPTION
                            (Full Title of the Plan)

                               EDWARD H. SNOWDEN
                       BOSTON COMMUNICATIONS GROUP, INC.
                                100 SYLVAN ROAD
                          WOBURN, MASSACHUSETTS 01801
                    (Name and Address of Agent for Service)

                                 (617) 692-7000
         (Telephone Number, Including Area Code, of Agent For Service)

================================================================================

                        CALCULATION OF REGISTRATION FEE

================================================================================
PROPOSED      PROPOSED                   
      TITLE OF                       MAXIMUM       MAXIMUM                    
     SECURITIES         AMOUNT       OFFERING     AGGREGATE       AMOUNT OF   
       TO BE             TO BE      PRICE PER      OFFERING     REGISTRATION 
     REGISTERED       REGISTERED      SHARE          PRICE          FEE       
 
================================================================================
Common Stock,                                                             
$.01 par value per
 share                    400,000      $7.032(1)   $2,812,800(1)     $829.78 
=============================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low sale prices of the Common Stock
     on the Nasdaq National Market on June 18, 1998 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933, as amended.
=============================================================================
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to the recipient of the Non-Statutory Stock Option from Boston
Communications Group, Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
          -----------------------------------------------

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are filed with
the Commission, are incorporated in this Registration Statement by reference:

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

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus referred to in (1) above.

          (3) The description of the common stock of the Registrant, $.01 par
     value per share (the "Common Stock"), contained in a registration statement
     filed under the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

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

                                      II-1
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 6 of the Company's Restated Articles of Organization provides
that the Company shall indemnify each person who is or was a director, officer,
employee or other agent of the Company, and each person who is or was serving at
the request of the Company as a director, trustee, officer, employee or other
agent of another organization in which it directly or indirectly owns shares or
of which it is directly or indirectly a creditor, against all liabilities, costs
and expenses reasonably incurred by any such persons in connection with the
defense or disposition of or otherwise in connection with or resulting from any
action, suit or other proceeding in which they may be involved by reason of
being or having been such a director, officer, employee, agent or trustee, or by
reason of any action taken or not taken in such capacity, except with respect to
any matter as to which such person shall have been finally adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Company.  The provisions in the Company's articles pertaining to indemnification
may not be amended and no provision inconsistent therewith may be adopted
without the approval of either the Board of Directors or the holders of at least
a majority of the voting power of the Company.  Section 67 of Chapter 156B of
the Massachusetts Business Corporation Law authorizes a corporation to indemnify
its directors, officers, employees and other agents unless such person shall
have been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that such action was in the best interests of the corporation.

     The Company maintains directors' and officers' liability insurance for the
benefit of its directors and certain of its officers.
 

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.

                                      II-2
Item 8.   Exhibits
          --------

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

 
Item 9.   Undertakings
          ------------

     1.   The Registrant hereby undertakes

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

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

    (ii)  To reflect in the prospectus any facts or events arising after the
          effective date of the registration statement (or the most recent post-
          effective amendment thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set forth in the
          registration statement; and

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

provided, however that paragraphs (i) and (ii) do 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 the
registration statement.

          (b)  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.

          (c)  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.

     2.   The 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 

                                      II-3
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 in the initial bona fide offering thereof.

     3.   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.

                                      II-4
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 Town of Woburn, Commonwealth of Massachusetts, on this 24th
day of June, 1998.

 
                              BOSTON COMMUNICATIONS GROUP, INC.

                                    /s/ Edward Snowden
                              By:   ____________________________________
                                    Edward H. Snowden
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Boston Communications Group,
Inc., hereby severally constitute Edward H. Snowden, Frederick E. von Mering,
Alan J. Bouffard and Thomas L. Barrette, Jr., and each of them singly, our true
and lawful attorneys with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent amendments to
said Registration Statement, and generally to do all such things in our names
and behalf in our capacities as officers and directors to enable Boston
Communications Group, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature                    Title                 Date
        ---------                    -----                 ----
/s/ Edward H. Snowden
___________________________    President, Chief
Edward H. Snowden              Executive Officer and     June  24, 1998
                               Director (Principal
                               Executive Officer)
 
 
/s/ Frederick E. von Mering  
___________________________    Vice President -
Frederick E. von Mering        Finance                   June  24, 1998
                               and Administration and
                               Director (Principal
                               Financial and
                               Accounting Officer)
 
 
/s/ Paul J. Tobin
___________________________   Chairman of the Board     June  24, 1998
Paul J. Tobin 
              
 
 
/s/ Brian E. Boyle
___________________________   Vice Chairman of the
Brian E. Boyle                Board                     June  24, 1998
                         
 
 
/s/ Jerrold D. Adams 
___________________________   Director                  June  24, 1998
Jerrold D. Adams         
                         
 
 
/s/ Craig L. Burr 
___________________________   Director                  June  24, 1998
Craig L. Burr            
                         

  
/s/ Mark J. Kington 
___________________________   Director                  June  24, 1998
Mark J. Kington
II-6
Signature                   Title                 Date
        ---------                   -----                 ----
/s/ Paul R. Gudonis
________________________           Director          June  24, 1998
Paul R. Gudonis          

 
 
/s/ Gerald Segel 
________________________           Director          June  24, 1998
Gerald Segel
II-7
EXHIBIT INDEX
                                 -------------
Exhibit
Number                     Description
------                     -----------
4.1/(1)/   Specimen Certificate for shares of Common Stock, $.01
             par value per share, of the Registrant
  5.1        Opinion of Hale and Dorr LLP
 23.1        Consent of Hale and Dorr LLP (included in Exhibit 5.1)
 23.2        Consent of Ernst & Young LLP
 24.1        Power of Attorney (included on the signature page of
             this Registration Statement)
--------------
    /1/   Incorporated herein by reference to the Registrant's Registration
          Statement on Form S-1 (Commission File No. 333-4128).