As filed with the Securities and Exchange Commission on July 28, 2000.

                                                       Registration No. 333- ___
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                              CYANOTECH CORPORATION
             (Exact name of registrant as specified in its charter)
              Nevada                                            91-1206026
     (State or other jurisdiction                           (I.R.S. Employer
      of incorporation or organization)                      Identification No.)

     73-4460 Queen Kaahumanu Highway, Suite 102, Kailua-Kona, Hawaii 96740 (808)
  326-1353 (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                               ------------------
                              CYANOTECH CORPORATION
                             1995 STOCK OPTION PLAN
                            (Full title of the plan)
                               ------------------
                                 RONALD P. SCOTT
               Executive Vice President & Chief Financial Officer
                              Cyanotech Corporation
     73-4460 Queen Kaahumanu Highway, Suite 102, Kailua-Kona, Hawaii 96740 (808)
    326-1353 (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                               ------------------
                                   Copies to:
                              E. LAURENCE GAY, ESQ.
                        Goodsill Anderson Quinn & Stifel
                               1099 Alakea Street
                               Honolulu, HI 96813
                                 (808) 547-5600
                               ------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                Proposed Maximum     Proposed Maximum
                                             Amount to be       Offering Price     Aggregate Offering       Amount of
         Title of each Class of             Registered(1)        Per Share(2)           Price(2)          Registration
      Securities to be Registered                                                                            Fee(1)
----------------------------------------- ------------------- ------------------- --------------------- ------------------
<S>                                          <C>                 <C>                  <C>                 <C>
Common Stock                                 400,000 sh.         $1.77                $708,000            $187
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Shares of Common Stock  reserved under the 1995 Stock Option Plan that were
     registered  previously  on  Registration  No.  33-63789 on Form S-8 are not
     included.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(h) on the basis of the average of the high and low
     prices of the Common Stock as quoted on the NASDAQ  National Market on July
     24, 2000.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


I.      Plan Information.*

II.     Registrant Information and Employee Plan Annual Information.

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

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.

                                       I-1
<PAGE>
                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                The  Registrant  hereby  incorporates  by  reference  into  this
Registration  Statement the following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):

                (a)     The Registrant's Annual Report on Form 10-K for the year
                        ended March 31, 2000.

                (b)     The   Registrant's   Proxy   Statement  filed  with  the
                        Commission on July 10, 2000 (except for the Compensation
                        and Stock Option  Committee  Report included therein).

                (c)     The  description  of  the   Registrant's   common  stock
                        contained  in the  Registrant's  Registration  Statement
                        filed by the Registrant with the Commission  pursuant to
                        Section 12 of the  Securities  Exchange Act of 1934,  as
                        amended  ("Exchange  Act"),  including any amendments or
                        reports   filed  for  the  purpose  of   updating   such
                        description.

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

ITEM 4. DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The  Nevada  Private  Corporation  Law  ("NPCL")  provides  that
a corporation may  indemnify  any person who was or is a party or is  threatened
to  be  made  a  party, by reason of the fact that such person was an officer or
director  of such  corporation,  or is or was  serving  at the  request  of such
corporation  as a  director,  officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to (x) any action or suit
by or in the right of the corporation against  expenses,  including amounts paid
in  settlement  and  attorneys'  fees,  actually  and  reasonably  incurred,  in
connection with the defense or settlement  believed to be in, or not opposed to,
the best  interests of the corporation,  except that  indemnification may not be
made  for  any  claim,  issue  or  matter  as to  which  such a person  has been
adjudged by a court of competent jurisdiction to be liable to the corporation or
for amounts paid in settlement  to the  corporation and  (y) any other action or
suit or proceeding against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement, actually and reasonably  incurred,  if he or she
acted in good faith and in a manner which he or she  reasonably  believed  to be
in,  or  not  opposed  to,  reasonable  cause  to believe his or her conduct was
unlawful.  To the extent  that a director,  officer,  employee or agent has been
"successful on  the  merits  or  otherwise"  the corporation must indemnify such
person. The articles of incorporation or bylaws may provide that the expenses of
officers  and  directors  incurred  in defending any such action must be paid as
incurred and in advance of the final disposition  of such action.  The NPCL also
permits  the  Registrant  to  purchase and  maintain  insurance on behalf of the
Registrant's  directors and officers against any liability  arising out of their
status as such, whether or not Registrant would have the power to indemnify  him
against such liability.  These provisions may be sufficiently broad to indemnify
such  persons  for liabilities arising under the Securities Act.

                The  Company's  Bylaws  provide that the Company  shall,  to the
fullest extent permitted by applicable law, indemnify any director or officer of
the Company in connection with certain actions, suits or  proceedings,  against,
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement actually and reasonably incurred. The Company is also required to pay
any expenses  incurred by a director or officer in defending such an action,  in
advance of the final  disposition of such action.  The Company's  Bylaws further
provide that,  by  resolution  of the Board of  Directors,  such benefits may be
extended to employees, agents or other representatives of the Company.

                The   NPCL   provides   that   a   corporation's    articles  of
incorporation may contain a provision which  eliminates  or limits the  personal
liability of a director or officer to the corporation  or its  stockholders  for
damages for breach of fiduciary duty as a director  or  officer,  provided  that
such a  provision  must not  eliminate  or limit the  liability of a director or
officer for: (a) acts or omissions which involve intentional  misconduct,  fraud
or a knowing violation of law; or (b) the payment of illegal distributions.  The
Company's Restated Articles of Incorporation include a provision eliminating the
personal  liability of directors  for breach of fiduciary  duty except that such
provision  will  not  eliminate  or  limit  any  liability  which  may not be so
eliminated or limited under applicable law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8. EXHIBITS

4.1      1995 Stock Option Plan, as amended.
5.1      Opinion of Woodburn and Wedge.
23.1     Consent of KPMG LLP Independent Certified Public Accountants
23.2     Consent of Woodburn and Wedge (see Exhibit 5.1).
24.1     Power of Attorney (included on Page II-4 herein).

                                      II-1
<PAGE>

ITEM 9. UNDERTAKINGS.

        a.      The undersigned Registrant hereby undertakes:

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

                (2) That, for the purpose of determining any 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 herein, and the
offering of such  securities  at that time shall  deemed to be the initial  bona
fide offering thereof.

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        b. The undersigned  Registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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 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 Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Kailua-Kona, Hawaii, on July 28, 2000.


                                        CYANOTECH CORPORATION


                                        By:/s/ Gerald R. Cysewski
                                           -------------------------------------
                                           Gerald R. Cysewski
                                           Chief  Executive  Officer,  President
                                           and Chairman of the Board

                                      II-2
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS  that each person  whose  signature
appears  below  constitutes  and appoints  each of Ronald P. Scott and Gerald R.
Cysewski,  with the power of  substitution,  his  attorney-in-fact,  to sign any
documents relating to this Registration  Statement,  including all amendments to
this Registration Statement (including post-effective  amendments),  and to file
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said  attorney-in-fact,  or  their  substitutes,  may do or  cause to be done by
virtue thereof.

         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.
<TABLE>
<CAPTION>
            SIGNATURE                                        CAPACITY                                     DATE
            ---------                                        --------                                     ----
<S>                                         <C>                                                    <C>
/s/ Gerald R. Cysewski                      Chairman of the Board,                                 July 28, 2000
----------------------                      President, Chief Executive Officer and Director
Gerald R. Cysewski

/s/ Ronald P. Scott                         Executive Vice President, Finance and                  July 28, 2000
----------------------                      Administration, Chief Financial Officer, Chief
Ronald P. Scott                             Accounting Officer and Director


/s/ Eric H. Reichl                          Director                                               July 28, 2000
----------------------
Eric H. Reichl


/s/ John T. Waldron                         Director                                               July 28, 2000
----------------------
John T. Waldron


/s/ Paul C. Yuen                            Director                                               July 28, 2000
----------------------
Paul C. Yuen
</TABLE>


                                      II-3
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

EXHIBIT NUMBER                             DESCRIPTION
<S>       <C>                   <C>
          4.1                   1995 Stock Option Plan, as amended
          5.1                   Opinion of Woodburn and Wedge
         23.1                   Consent of KPMG LLP Independent Certified Public Accountants
         23.2                   Consent of Woodburn and Wedge (see Exhibit 5.1)
         24.1                   Power of Attorney (included on page II-4 herein)
</TABLE>

                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16990}]
{"company-data": {"conformed-name": "CYANOTECH CORP", "cik": "0000768408", "assigned-sic": "2833", "irs-number": "911206026", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42484", "film-number": "681148"}, "business-address": {"street1": "73-4460 QUEEN KAAHUMANU HWY", "street2": "SUITE 102", "city": "KAILUA KONA", "state": "HI", "zip": "96740", "phone": "8083261353"}, "mail-address": {"street1": "73-4460 QUEEN KAAHUMANU HWY", "street2": "SUITE 102", "city": "KAILUA-KONA", "state": "HI", "zip": "96740"}}
As filed with the Securities and Exchange Commission on July 28, 2000.

                                                       Registration No. 333- ___
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                              CYANOTECH CORPORATION
             (Exact name of registrant as specified in its charter)
              Nevada                                            91-1206026
     (State or other jurisdiction                           (I.R.S. Employer
      of incorporation or organization)                      Identification No.)

     73-4460 Queen Kaahumanu Highway, Suite 102, Kailua-Kona, Hawaii 96740 (808)
  326-1353 (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                               ------------------
                              CYANOTECH CORPORATION
                             1995 STOCK OPTION PLAN
                            (Full title of the plan)
                               ------------------
                                 RONALD P. SCOTT
               Executive Vice President & Chief Financial Officer
                              Cyanotech Corporation
     73-4460 Queen Kaahumanu Highway, Suite 102, Kailua-Kona, Hawaii 96740 (808)
    326-1353 (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                               ------------------
                                   Copies to:
                              E. LAURENCE GAY, ESQ.
                        Goodsill Anderson Quinn & Stifel
                               1099 Alakea Street
                               Honolulu, HI 96813
                                 (808) 547-5600
                               ------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                Proposed Maximum     Proposed Maximum
                                             Amount to be       Offering Price     Aggregate Offering       Amount of
         Title of each Class of             Registered(1)        Per Share(2)           Price(2)          Registration
      Securities to be Registered                                                                            Fee(1)
----------------------------------------- ------------------- ------------------- --------------------- ------------------
Common Stock                                 400,000 sh.         $1.77                $708,000            $187
--------------------------------------------------------------------------------------------------------------------------
(1)  Shares of Common Stock  reserved under the 1995 Stock Option Plan that were
     registered  previously  on  Registration  No.  33-63789 on Form S-8 are not
     included.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(h) on the basis of the average of the high and low
     prices of the Common Stock as quoted on the NASDAQ  National Market on July
     24, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

I.      Plan Information.*

II.     Registrant Information and Employee Plan Annual Information.

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

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.

                                       I-1
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                The  Registrant  hereby  incorporates  by  reference  into  this
Registration  Statement the following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):

                (a)     The Registrant's Annual Report on Form 10-K for the year
                        ended March 31, 2000.

                (b)     The   Registrant's   Proxy   Statement  filed  with  the
                        Commission on July 10, 2000 (except for the Compensation
                        and Stock Option  Committee  Report included therein).

                (c)     The  description  of  the   Registrant's   common  stock
                        contained  in the  Registrant's  Registration  Statement
                        filed by the Registrant with the Commission  pursuant to
                        Section 12 of the  Securities  Exchange Act of 1934,  as
                        amended  ("Exchange  Act"),  including any amendments or
                        reports   filed  for  the  purpose  of   updating   such
                        description.

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

ITEM 4. DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The  Nevada  Private  Corporation  Law  ("NPCL")  provides  that
a corporation may  indemnify  any person who was or is a party or is  threatened
to  be  made  a  party, by reason of the fact that such person was an officer or
director  of such  corporation,  or is or was  serving  at the  request  of such
corporation  as a  director,  officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to (x) any action or suit
by or in the right of the corporation against  expenses,  including amounts paid
in  settlement  and  attorneys'  fees,  actually  and  reasonably  incurred,  in
connection with the defense or settlement  believed to be in, or not opposed to,
the best  interests of the corporation,  except that  indemnification may not be
made  for  any  claim,  issue  or  matter  as to  which  such a person  has been
adjudged by a court of competent jurisdiction to be liable to the corporation or
for amounts paid in settlement  to the  corporation and  (y) any other action or
suit or proceeding against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement, actually and reasonably  incurred,  if he or she
acted in good faith and in a manner which he or she  reasonably  believed  to be
in,  or  not  opposed  to,  reasonable  cause  to believe his or her conduct was
unlawful.  To the extent  that a director,  officer,  employee or agent has been
"successful on  the  merits  or  otherwise"  the corporation must indemnify such
person. The articles of incorporation or bylaws may provide that the expenses of
officers  and  directors  incurred  in defending any such action must be paid as
incurred and in advance of the final disposition  of such action.  The NPCL also
permits  the  Registrant  to  purchase and  maintain  insurance on behalf of the
Registrant's  directors and officers against any liability  arising out of their
status as such, whether or not Registrant would have the power to indemnify  him
against such liability.  These provisions may be sufficiently broad to indemnify
such  persons  for liabilities arising under the Securities Act.

                The  Company's  Bylaws  provide that the Company  shall,  to the
fullest extent permitted by applicable law, indemnify any director or officer of
the Company in connection with certain actions, suits or  proceedings,  against,
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement actually and reasonably incurred. The Company is also required to pay
any expenses  incurred by a director or officer in defending such an action,  in
advance of the final  disposition of such action.  The Company's  Bylaws further
provide that,  by  resolution  of the Board of  Directors,  such benefits may be
extended to employees, agents or other representatives of the Company.

                The   NPCL   provides   that   a   corporation's    articles  of
incorporation may contain a provision which  eliminates  or limits the  personal
liability of a director or officer to the corporation  or its  stockholders  for
damages for breach of fiduciary duty as a director  or  officer,  provided  that
such a  provision  must not  eliminate  or limit the  liability of a director or
officer for: (a) acts or omissions which involve intentional  misconduct,  fraud
or a knowing violation of law; or (b) the payment of illegal distributions.  The
Company's Restated Articles of Incorporation include a provision eliminating the
personal  liability of directors  for breach of fiduciary  duty except that such
provision  will  not  eliminate  or  limit  any  liability  which  may not be so
eliminated or limited under applicable law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8. EXHIBITS

4.1      1995 Stock Option Plan, as amended.
5.1      Opinion of Woodburn and Wedge.
23.1     Consent of KPMG LLP Independent Certified Public Accountants
23.2     Consent of Woodburn and Wedge (see Exhibit 5.1).
24.1     Power of Attorney (included on Page II-4 herein).

                                      II-1
ITEM 9. UNDERTAKINGS.

        a.      The undersigned Registrant hereby undertakes:

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

                (2) That, for the purpose of determining any 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 herein, and the
offering of such  securities  at that time shall  deemed to be the initial  bona
fide offering thereof.

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        b. The undersigned  Registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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 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 Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Kailua-Kona, Hawaii, on July 28, 2000.

                                        CYANOTECH CORPORATION

                                        By:/s/ Gerald R. Cysewski
                                           -------------------------------------
                                           Gerald R. Cysewski
                                           Chief  Executive  Officer,  President
                                           and Chairman of the Board

                                      II-2
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS  that each person  whose  signature
appears  below  constitutes  and appoints  each of Ronald P. Scott and Gerald R.
Cysewski,  with the power of  substitution,  his  attorney-in-fact,  to sign any
documents relating to this Registration  Statement,  including all amendments to
this Registration Statement (including post-effective  amendments),  and to file
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said  attorney-in-fact,  or  their  substitutes,  may do or  cause to be done by
virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                        CAPACITY                                     DATE
            ---------                                        --------                                     ----
/s/ Gerald R. Cysewski                      Chairman of the Board,                                 July 28, 2000
----------------------                      President, Chief Executive Officer and Director
Gerald R. Cysewski

/s/ Ronald P. Scott                         Executive Vice President, Finance and                  July 28, 2000
----------------------                      Administration, Chief Financial Officer, Chief
Ronald P. Scott                             Accounting Officer and Director

/s/ Eric H. Reichl                          Director                                               July 28, 2000
----------------------
Eric H. Reichl

/s/ John T. Waldron                         Director                                               July 28, 2000
----------------------
John T. Waldron

/s/ Paul C. Yuen                            Director                                               July 28, 2000
----------------------
Paul C. Yuen
II-3
EXHIBIT INDEX

EXHIBIT NUMBER                             DESCRIPTION
4.1                   1995 Stock Option Plan, as amended
          5.1                   Opinion of Woodburn and Wedge
         23.1                   Consent of KPMG LLP Independent Certified Public Accountants
         23.2                   Consent of Woodburn and Wedge (see Exhibit 5.1)
         24.1                   Power of Attorney (included on page II-4 herein)
II-4