As filed with the Securities and Exchange Commission on January 27, 2003
                                                  Registration No. 333-_________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________


                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)
                              ____________________


                   Delaware                          94-2925073
             ____________________               _______________________

           (State of Incorporation)        (I.R.S. Employer Identification No.)


                               3975 Freedom Circle
                          Santa Clara, California 95054
                    (Address of principal executive offices)
                              ____________________


                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                              ____________________


                                Robert L. Bailey
                       President, Chief Executive Officer
                     And Chairman of the Board of Directors
                               3975 Freedom Circle
                          Santa Clara, California 95054
                                 (408) 988-8276
            (Name, address and telephone number of agent for service)
                              ____________________


                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              ____________________


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================== ======================= =================== =========================== ======================
<S>                                            <C>                    <C>                    <C>                        <C>
                                                                   Proposed                Proposed
              Title of                                             Maximum                 Maximum                    Amount
             Securities                       Amount               Offering               Aggregate                     of
               to be                          to be               Price Per                Offering                Registration
             Registered                     Registered              Share                   Price                      Fee
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,                    8,372,092             $ 5.69 (3)          $47,637,203.48 (3)            $ 4,382.63
       $0.001 par value (1) (4)
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
       $0.001 par value (2) (4)             1,674,418             $ 5.69 (3)           $9,527,438.42 (3)            $   876.52
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------

  (1)    Shares to be  registered  under the 1994  Incentive  Stock Plan  ("1994
         Plan").

  (2)    Shares to be  registered  under the 1991 Employee  Stock  Purchase Plan
         ("1991 Plan").

  (3)    Estimated  pursuant to Rule 457(c) under the  Securities Act solely for
         the purpose of calculating the  registration  fee. Based on the average
         of the high and low prices of Common  Stock on  January  24,  2003,  as
         reported on the Nasdaq National Market.

  (4)    Includes Preferred Stock Purchase Rights which, prior to the occurrence
         of certain events, will not be exercisable or evidenced separately from
         the Common Stock.
====================================================================================================================================
</TABLE>


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

           The following  documents  previously  filed by us with the Securities
and Exchange  Commission are  incorporated  by reference into this  registration
statement:

           (a) Our Annual Report on Form 10-K for the fiscal year ended December
30, 2001;

           (b) Our Quarterly  Reports on Form 10-Q for the quarters  ended March
31, 2002, June 30, 2002 and September 29, 2002;

           (c) Our  Current  Reports  on Form  8-K  dated  August  13,  2002 and
November 15, 2002;

           (d) 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 registrant document
referred to in (a) above.

           (e) The  description  of our  common  stock to be  offered  hereby is
contained in our Amendment  No. 3 to Form S-3  Registration  Statement  filed on
January 4, 2002,  with the  Commission,  including any amendment or report filed
for the purpose of updating such description.

           (f) The description of our preferred stock purchase rights  contained
in the  Registration  Statement on Form 8-A filed on May 14, 2001, as amended by
the Registration Statement on Form 8-A/A filed on November 20, 2001.

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

Certificate of Incorporation

           Our certificate of incorporation  provides for the indemnification of
our directors and officers to the fullest  extent  permitted by Delaware law, as
the same now exists or as it may be amended in the future.  Under  Delaware law,
such  provision  may not  indemnify  directors'  or officers'  liability  for:

           * breaches  of the  directors'  or  officers'  duty of loyalty to the
             corporation or its stockholders;


                                      II-1
<PAGE>

           * acts or  omissions  not in good faith or that  involve  intentional
             misconduct or a knowing violation of law;

           * the unlawful payments of dividends or unlawful stock repurchases or
             redemptions; or

           * transactions  in which the director or officer  derived an improper
             personal benefit.

Bylaws

           Our bylaws  provide  that our  directors,  officers,  employees,  and
agents  shall  be  indemnified  against  expenses  including   attorneys'  fees,
judgments,  fines,  settlements  actually and reasonably  incurred in connection
with any  proceeding  arising  out of their  status  as such.  Our  bylaws  also
authorize us to provide insurance for our directors,  officers, employees and/or
agents, against any expense, liability or loss, whether or not we would have the
power to indemnify  such person  against such  expense,  liability or loss under
Delaware law.

Indemnification Agreements

           We have  entered  into  agreements  to indemnify  our  directors  and
officers, in addition to the indemnification  provided for in our certificate of
incorporation and bylaws.  These agreements,  among other things,  indemnify our
directors  and  officers  for  certain  expenses,   including  attorney's  fees,
judgments,  fines and  settlement  amounts  incurred  by any such  person in any
action or  proceeding,  including any action by us, arising out of such person's
services as a director or officer for us, or for any of our subsidiaries, or for
any other  company or enterprise  to which the person  provides  services at our
request.


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

           Not applicable.


Item 8.    Exhibits.
           --------


 Exhibit                               Exhibit
 Number
---------  ---------------------------------------------------------------------


    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation


   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, Independent Auditors

   23.2    Consent of Counsel (Contained in Exhibit 5.1 above)


   24.1    Power of Attorney (see page II-4)


                                      II-2

<PAGE>


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

           (a) We hereby undertake:

                  (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, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

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

           (b) We  hereby  undertake  that,  for  purposes  of  determining  any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

           (c) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of ours pursuant to the Delaware  General  Corporation  Law, our  Certificate of
Incorporation or the Bylaws,  Indemnification Agreements entered into between us
and our officers and directors,  or otherwise,  we have 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 us 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  hereunder,  we 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-3
<PAGE>

                                   SIGNATURES

           Pursuant to the  requirements  of the Securities  Act, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Clara, California, on this 27th day of January,
2003.

                                PMC-SIERRA, INC.

                                By:  /s/ Alan Krock
                                -----------------------------------------------
                                Alan Krock
                                Vice President of Finance and
                                Chief  Financial  Officer
                                (Principal Financial and Accounting Officer)



                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L.  Bailey  and  Alan  Krock  his  attorneys-in-fact,  each  with  the  power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact,  or his substitute or substitutes, may do or cause to be
done by virtue hereof.

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


<TABLE>
<CAPTION>


                 Signature                                        Title                             Date

<S>                                                                <C>                                  <C>


/s/ Robert L. Bailey                          President, Chief Executive Officer (Principal   January 27, 2003
----------------------------------------      Executive Officer) and Chairman of the Board
(Robert L. Bailey)                            of Directors


/s/ Alan Krock                                Vice President of Finance and Chief Financial   January 27, 2003
----------------------------------------      Officer (Principal Financial and Accounting
(Alan Krock)                                  Officer)


/s/ James V. Diller                           Vice Chairman of the Board of Directors         January 27, 2003
----------------------------------------
(James V. Diller)

/s/ Alexandre Balkanski                       Director                                        January 27, 2003
----------------------------------------
(Alexandre Balkanski)

/s/ Frank J. Marshall                         Director                                        January 27, 2003
----------------------------------------
(Frank J. Marshall)

/s/ L. Colin Beaumont                         Director                                        January 27, 2003
----------------------------------------
(L. Colin Beaumont)

/s/ Lewis O. Wilks                            Director                                        January 27, 2003
----------------------------------------
(Lewis O. Wilks)

</TABLE>


                                      II-4

<PAGE>



                                  EXHIBIT INDEX


 Exhibit                             Exhibit
 Number
---------  ---------------------------------------------------------------------

    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, independent auditors

   23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1 above)

   24.1    Power of Attorney (see page II-4)



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8_012703.txt", "description": "PMC-SIERRA INC.  FORM  S-8", "secsgml_size_bytes": 17111}]
{"company-data": {"conformed-name": "PMC SIERRA INC", "cik": "0000767920", "assigned-sic": "3674", "irs-number": "942925073", "state-of-incorporation": "DE", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102747", "film-number": "03526275"}, "business-address": {"street1": "3975 FREEDOM CIRCLE", "street2": "0", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "408-369-1176"}, "mail-address": {"street1": "ATTENTION: TREASURER", "street2": "3975 FREEDOM CIRCLE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}, "former-company": {"former-conformed-name": "SIERRA SEMICONDUCTOR CORP", "date-changed": "19950419"}}
As filed with the Securities and Exchange Commission on January 27, 2003
                                                  Registration No. 333-_________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)
                              ____________________

                   Delaware                          94-2925073
             ____________________               _______________________

           (State of Incorporation)        (I.R.S. Employer Identification No.)

                               3975 Freedom Circle
                          Santa Clara, California 95054
                    (Address of principal executive offices)
                              ____________________

                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                              ____________________

                                Robert L. Bailey
                       President, Chief Executive Officer
                     And Chairman of the Board of Directors
                               3975 Freedom Circle
                          Santa Clara, California 95054
                                 (408) 988-8276
            (Name, address and telephone number of agent for service)
                              ____________________

                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              ____________________

                         CALCULATION OF REGISTRATION FEE
===================================== ======================= =================== =========================== ======================
Proposed                Proposed
              Title of                                             Maximum                 Maximum                    Amount
             Securities                       Amount               Offering               Aggregate                     of
               to be                          to be               Price Per                Offering                Registration
             Registered                     Registered              Share                   Price                      Fee
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,                    8,372,092             $ 5.69 (3)          $47,637,203.48 (3)            $ 4,382.63
       $0.001 par value (1) (4)
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
       $0.001 par value (2) (4)             1,674,418             $ 5.69 (3)           $9,527,438.42 (3)            $   876.52
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------

  (1)    Shares to be  registered  under the 1994  Incentive  Stock Plan  ("1994
         Plan").

  (2)    Shares to be  registered  under the 1991 Employee  Stock  Purchase Plan
         ("1991 Plan").

  (3)    Estimated  pursuant to Rule 457(c) under the  Securities Act solely for
         the purpose of calculating the  registration  fee. Based on the average
         of the high and low prices of Common  Stock on  January  24,  2003,  as
         reported on the Nasdaq National Market.

  (4)    Includes Preferred Stock Purchase Rights which, prior to the occurrence
         of certain events, will not be exercisable or evidenced separately from
         the Common Stock.
====================================================================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

           The following  documents  previously  filed by us with the Securities
and Exchange  Commission are  incorporated  by reference into this  registration
statement:

           (a) Our Annual Report on Form 10-K for the fiscal year ended December
30, 2001;

           (b) Our Quarterly  Reports on Form 10-Q for the quarters  ended March
31, 2002, June 30, 2002 and September 29, 2002;

           (c) Our  Current  Reports  on Form  8-K  dated  August  13,  2002 and
November 15, 2002;

           (d) 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 registrant document
referred to in (a) above.

           (e) The  description  of our  common  stock to be  offered  hereby is
contained in our Amendment  No. 3 to Form S-3  Registration  Statement  filed on
January 4, 2002,  with the  Commission,  including any amendment or report filed
for the purpose of updating such description.

           (f) The description of our preferred stock purchase rights  contained
in the  Registration  Statement on Form 8-A filed on May 14, 2001, as amended by
the Registration Statement on Form 8-A/A filed on November 20, 2001.

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

Certificate of Incorporation

           Our certificate of incorporation  provides for the indemnification of
our directors and officers to the fullest  extent  permitted by Delaware law, as
the same now exists or as it may be amended in the future.  Under  Delaware law,
such  provision  may not  indemnify  directors'  or officers'  liability  for:

           * breaches  of the  directors'  or  officers'  duty of loyalty to the
             corporation or its stockholders;

                                      II-1
* acts or  omissions  not in good faith or that  involve  intentional
             misconduct or a knowing violation of law;

           * the unlawful payments of dividends or unlawful stock repurchases or
             redemptions; or

           * transactions  in which the director or officer  derived an improper
             personal benefit.

Bylaws

           Our bylaws  provide  that our  directors,  officers,  employees,  and
agents  shall  be  indemnified  against  expenses  including   attorneys'  fees,
judgments,  fines,  settlements  actually and reasonably  incurred in connection
with any  proceeding  arising  out of their  status  as such.  Our  bylaws  also
authorize us to provide insurance for our directors,  officers, employees and/or
agents, against any expense, liability or loss, whether or not we would have the
power to indemnify  such person  against such  expense,  liability or loss under
Delaware law.

Indemnification Agreements

           We have  entered  into  agreements  to indemnify  our  directors  and
officers, in addition to the indemnification  provided for in our certificate of
incorporation and bylaws.  These agreements,  among other things,  indemnify our
directors  and  officers  for  certain  expenses,   including  attorney's  fees,
judgments,  fines and  settlement  amounts  incurred  by any such  person in any
action or  proceeding,  including any action by us, arising out of such person's
services as a director or officer for us, or for any of our subsidiaries, or for
any other  company or enterprise  to which the person  provides  services at our
request.

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

           Not applicable.

Item 8.    Exhibits.
           --------

 Exhibit                               Exhibit
 Number
---------  ---------------------------------------------------------------------

    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, Independent Auditors

   23.2    Consent of Counsel (Contained in Exhibit 5.1 above)

   24.1    Power of Attorney (see page II-4)

                                      II-2
Item 9.    Undertakings.
           ------------

           (a) We hereby undertake:

                  (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, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

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

           (b) We  hereby  undertake  that,  for  purposes  of  determining  any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

           (c) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of ours pursuant to the Delaware  General  Corporation  Law, our  Certificate of
Incorporation or the Bylaws,  Indemnification Agreements entered into between us
and our officers and directors,  or otherwise,  we have 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 us 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  hereunder,  we 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-3
SIGNATURES

           Pursuant to the  requirements  of the Securities  Act, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Clara, California, on this 27th day of January,
2003.

                                PMC-SIERRA, INC.

                                By:  /s/ Alan Krock
                                -----------------------------------------------
                                Alan Krock
                                Vice President of Finance and
                                Chief  Financial  Officer
                                (Principal Financial and Accounting Officer)

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L.  Bailey  and  Alan  Krock  his  attorneys-in-fact,  each  with  the  power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact,  or his substitute or substitutes, may do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                        Title                             Date
/s/ Robert L. Bailey                          President, Chief Executive Officer (Principal   January 27, 2003
----------------------------------------      Executive Officer) and Chairman of the Board
(Robert L. Bailey)                            of Directors

/s/ Alan Krock                                Vice President of Finance and Chief Financial   January 27, 2003
----------------------------------------      Officer (Principal Financial and Accounting
(Alan Krock)                                  Officer)

/s/ James V. Diller                           Vice Chairman of the Board of Directors         January 27, 2003
----------------------------------------
(James V. Diller)

/s/ Alexandre Balkanski                       Director                                        January 27, 2003
----------------------------------------
(Alexandre Balkanski)

/s/ Frank J. Marshall                         Director                                        January 27, 2003
----------------------------------------
(Frank J. Marshall)

/s/ L. Colin Beaumont                         Director                                        January 27, 2003
----------------------------------------
(L. Colin Beaumont)

/s/ Lewis O. Wilks                            Director                                        January 27, 2003
----------------------------------------
(Lewis O. Wilks)
II-4
EXHIBIT INDEX

 Exhibit                             Exhibit
 Number
---------  ---------------------------------------------------------------------

    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, independent auditors

   23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1 above)

   24.1    Power of Attorney (see page II-4)