As filed with the Securities and Exchange Commission on April 20, 2000
                                                    Registration No. ___________

================================================================================
                       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.)

                              105-8555 Baxter Place
                        Burnaby, British Columbia V5A 4V7
                                     Canada

                    (Address of principal executive offices)


                        AANetcom, Inc. Stock Option Plan
                            (Full title of the plan)


                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394

            (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 (1)       Registered       Share           Price           Fee
------------------- ------------- -------------- ---------------- --------------
 Common Stock,
 $0.001 par value     5,877 (2)      $1.49 (2)     $8,756.73 (2)      $2.31
------------------- ------------- -------------- ---------------- --------------
 Common Stock,
 $0.001 par value    276,386 (3)    $126.50 (3)   $34,962,829 (3)   $9,230.19
=================== ============= ============== ================ ==============

  (1)   Pursuant to the  Acquisition  Agreement  dated as of  February  25, 2000
        among  PMC-Sierra,   Inc.  ("PMC"),   Porsche  Acquisition  Corporation,
        AANetcom,  Inc.,  Kal Shastri,  and Citicorp  Trust,  N.A., PMC assumed,
        effective  as of  March  3,  2000,  all of the  outstanding  options  to
        purchase  common stock of AANetcom under the AANetcom Stock Option Plan,
        and such options became  exercisable to purchase  shares of PMC's common
        stock, with appropriate adjustments to the number of shares and exercise
        price of each assumed option.
  (2)   Options  granted  pursuant to an employee  stock option plan.  Estimated
        pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
        solely for the purpose of calculating the registration fee. Based on the
        price per share at which the options may be exercised.
  (3)   Shares reserved for future issuance.  Estimated  pursuant to Rule 457(c)
        under the Securities Act of 1933, as amended,  solely for the purpose of
        calculating the  registration  fee. Based on the average of the high and
        low prices of the common  stock on April 14,  2000,  as  reported on the
        Nasdaq National Market.

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


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

           (a)  PMC-Sierra,  Inc.'s  ("PMC's")  Form 10-K Annual  Report for the
fiscal year ended December 26, 1999, as amended (File No. 000-19084).

           (b)  PMC's Form 8-K dated March 20, 2000 and April 12, 2000 (File No.
000-19084).

           (c)  PMC's Registration Statements on Form S-8, dated October 3, 1996
(File No. 333-13357),  August 29, 1997 (File No. 333-34671),  June 4, 1998 (File
No.  333-55983),  January 19, 2000 (File No. 333-94999) and April 12, 2000 (File
No. 333-34622).

           All documents  subsequently  filed by PMC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 part hereof from the date of filing such documents.

Item 4.    Description of Securities.
           -------------------------

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

           Certain  legal matters with respect to the shares will be passed upon
by Wilson, Sonsini,  Goodrich & Rosati, a Professional  Corporation,  Palo Alto,
California.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
PMC to indemnify any such person.

         PMC's Certificate of Incorporation  eliminates in certain circumstances
the  liability  of  directors  of PMC for  monetary  damages for breach of their
fiduciary duty as directors.  This provision does not eliminate the liability of
a  director  (i) for  breach of the  director's  duty of  loyalty  to PMC or its
stockholders,  (ii) for acts or  omissions  by the director not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption or (iv) for transactions  from which the director derived an improper
personal benefit.
<PAGE>

         PMC's  Certificate  of  Incorporation   also  provides   generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

         PMC has entered into indemnification agreements to such effect with its
officers and directors containing  provisions which are in some respects broader
than  the  specific   indemnification   provisions   contained  in  the  General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

         PMC believes that it is the position of the Commission  that insofar as
the  foregoing  provisions  may be invoked to  disclaim  liability  for  damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Securities Act and are therefore unenforceable.

         PMC currently maintains an officers' and directors' liability insurance
policy which covers,  subject to the exclusions  and  limitations of the policy,
officers and directors of PMC against certain  liabilities which may be incurred
by them solely in such capacities.

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

           Not applicable.

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

           Exhibit
           Number

              4.1    AANetcom, Inc. Stock Option Plan

              4.2    Form of Option Grant Agreement under AANetcom, Inc. Stock
                     Option Plan

              5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation

             23.1    Consent of Deloitte & Touche LLP, Independent Auditors

             23.2    Consent of Counsel (Contained in Exhibit 5.1 above)

             24.1    Power of Attorney (see page II-4)

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

           (a)    PMC 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.
<PAGE>

                  (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) PMC  hereby  undertakes  that,  for  purposes  of  determining  any
liability  under the Securities Act, each filing of PMC'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 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 PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC 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 PMC 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,  PMC 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.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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
Burnaby, British Columbia, Canada, on this 18th day of April 2000.

                                      PMC-SIERRA, INC.

                                      By:  /s/ROBERT L. BAILEY
                                          --------------------
                                          Robert L. Bailey, President, Chief
                                          Executive Officer and Chairman of
                                          the Board of Directors

                                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 John W.  Sullivan  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 and   April 18, 2000
----------------------   Chairman of the Board of Directors
(Robert L. Bailey)       (principal executive officer)


/s/JOHN W. SULLIVAN      Vice President of Finance and            April 18, 2000
----------------------   Chief Financial Officer (principal
(John W. Sullivan)       financial and accounting officer)


/s/JAMES V. DILLER       Vice Chairman of the Board               April 18, 2000
----------------------   of Directors
(James V. Diller)

                         Director
----------------------
(Alexandre Balkanski)

/s/FRANK J. MARSHALL     Director                                 April 17, 2000
----------------------
(Frank J. Marshall)

/s/L. COLIN BEAUMONT     Director                                 April 19, 2000
----------------------
(L. Colin Beaumont)
[{"type": "S-8", "sequence": "1", "description": "PMC-SIERRA, INC. FORM S-8", "secsgml_size_bytes": 15927}]
{"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": "333-35276", "film-number": "605891"}, "business-address": {"street1": "105-8555 BAXTER PLACE", "street2": "BURNABY", "city": "BRITISH COLUMBIA V5A", "state": "A1", "zip": "00000", "phone": "6044156000"}, "mail-address": {"street1": "8555 BAXTER PLACE STE 105", "street2": "BURABURY BRITISH COLUMBIA", "city": "CANADA V5A 4V7", "state": "A1", "zip": "00000"}, "former-company": {"former-conformed-name": "SIERRA SEMICONDUCTOR CORP", "date-changed": "19950419"}}
As filed with the Securities and Exchange Commission on April 20, 2000
                                                    Registration No. ___________

================================================================================
                       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.)

                              105-8555 Baxter Place
                        Burnaby, British Columbia V5A 4V7
                                     Canada

                    (Address of principal executive offices)

                        AANetcom, Inc. Stock Option Plan
                            (Full title of the plan)

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394

            (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 (1)       Registered       Share           Price           Fee
------------------- ------------- -------------- ---------------- --------------
 Common Stock,
 $0.001 par value     5,877 (2)      $1.49 (2)     $8,756.73 (2)      $2.31
------------------- ------------- -------------- ---------------- --------------
 Common Stock,
 $0.001 par value    276,386 (3)    $126.50 (3)   $34,962,829 (3)   $9,230.19
=================== ============= ============== ================ ==============

  (1)   Pursuant to the  Acquisition  Agreement  dated as of  February  25, 2000
        among  PMC-Sierra,   Inc.  ("PMC"),   Porsche  Acquisition  Corporation,
        AANetcom,  Inc.,  Kal Shastri,  and Citicorp  Trust,  N.A., PMC assumed,
        effective  as of  March  3,  2000,  all of the  outstanding  options  to
        purchase  common stock of AANetcom under the AANetcom Stock Option Plan,
        and such options became  exercisable to purchase  shares of PMC's common
        stock, with appropriate adjustments to the number of shares and exercise
        price of each assumed option.
  (2)   Options  granted  pursuant to an employee  stock option plan.  Estimated
        pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
        solely for the purpose of calculating the registration fee. Based on the
        price per share at which the options may be exercised.
  (3)   Shares reserved for future issuance.  Estimated  pursuant to Rule 457(c)
        under the Securities Act of 1933, as amended,  solely for the purpose of
        calculating the  registration  fee. Based on the average of the high and
        low prices of the common  stock on April 14,  2000,  as  reported on the
        Nasdaq National Market.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

           (a)  PMC-Sierra,  Inc.'s  ("PMC's")  Form 10-K Annual  Report for the
fiscal year ended December 26, 1999, as amended (File No. 000-19084).

           (b)  PMC's Form 8-K dated March 20, 2000 and April 12, 2000 (File No.
000-19084).

           (c)  PMC's Registration Statements on Form S-8, dated October 3, 1996
(File No. 333-13357),  August 29, 1997 (File No. 333-34671),  June 4, 1998 (File
No.  333-55983),  January 19, 2000 (File No. 333-94999) and April 12, 2000 (File
No. 333-34622).

           All documents  subsequently  filed by PMC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 part hereof from the date of filing such documents.

Item 4.    Description of Securities.
           -------------------------

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

           Certain  legal matters with respect to the shares will be passed upon
by Wilson, Sonsini,  Goodrich & Rosati, a Professional  Corporation,  Palo Alto,
California.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
PMC to indemnify any such person.

         PMC's Certificate of Incorporation  eliminates in certain circumstances
the  liability  of  directors  of PMC for  monetary  damages for breach of their
fiduciary duty as directors.  This provision does not eliminate the liability of
a  director  (i) for  breach of the  director's  duty of  loyalty  to PMC or its
stockholders,  (ii) for acts or  omissions  by the director not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption or (iv) for transactions  from which the director derived an improper
personal benefit.
PMC's  Certificate  of  Incorporation   also  provides   generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

         PMC has entered into indemnification agreements to such effect with its
officers and directors containing  provisions which are in some respects broader
than  the  specific   indemnification   provisions   contained  in  the  General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

         PMC believes that it is the position of the Commission  that insofar as
the  foregoing  provisions  may be invoked to  disclaim  liability  for  damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Securities Act and are therefore unenforceable.

         PMC currently maintains an officers' and directors' liability insurance
policy which covers,  subject to the exclusions  and  limitations of the policy,
officers and directors of PMC against certain  liabilities which may be incurred
by them solely in such capacities.

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

           Not applicable.

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

           Exhibit
           Number

              4.1    AANetcom, Inc. Stock Option Plan

              4.2    Form of Option Grant Agreement under AANetcom, Inc. Stock
                     Option Plan

              5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                     Corporation

             23.1    Consent of Deloitte & Touche LLP, Independent Auditors

             23.2    Consent of Counsel (Contained in Exhibit 5.1 above)

             24.1    Power of Attorney (see page II-4)

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

           (a)    PMC 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, 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) PMC  hereby  undertakes  that,  for  purposes  of  determining  any
liability  under the Securities Act, each filing of PMC'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 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 PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC 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 PMC 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,  PMC 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.
SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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
Burnaby, British Columbia, Canada, on this 18th day of April 2000.

                                      PMC-SIERRA, INC.

                                      By:  /s/ROBERT L. BAILEY
                                          --------------------
                                          Robert L. Bailey, President, Chief
                                          Executive Officer and Chairman of
                                          the Board of Directors

                                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 John W.  Sullivan  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 and   April 18, 2000
----------------------   Chairman of the Board of Directors
(Robert L. Bailey)       (principal executive officer)

/s/JOHN W. SULLIVAN      Vice President of Finance and            April 18, 2000
----------------------   Chief Financial Officer (principal
(John W. Sullivan)       financial and accounting officer)

/s/JAMES V. DILLER       Vice Chairman of the Board               April 18, 2000
----------------------   of Directors
(James V. Diller)

                         Director
----------------------
(Alexandre Balkanski)

/s/FRANK J. MARSHALL     Director                                 April 17, 2000
----------------------
(Frank J. Marshall)

/s/L. COLIN BEAUMONT     Director                                 April 19, 2000
----------------------
(L. Colin Beaumont)