THIS DOCUMENT IS A COPY OF THE REGISTRATION STATEMENT ON FORM S-8
     FILED MANUALLY ON APRIL 14, 1995.







     As filed with the Securities and Exchange Commission on April 14, 1995
                                                 Registration No. 33-
     ________________________________________________________________________
         S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N

                               Washington, D.C. 20549

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                                   XYLOGICS, INC.                
                 (Exact name of issuer as specified in its charter)


                Delaware                                  04-2669596    
     (State or other jurisdiction of                  (I.R.S. employer
     incorporation or organization)                   identification number)

                  53 Third Avenue, Burlington, Massachusetts  01803  
                (Address of principal executive offices)  (Zip code)

                               1992 STOCK OPTION PLAN_
                              (Full title of the plan)

                       Alexander Bernhard, Esq., Hale and Dorr
                    60 State Street, Boston, Massachusetts 02109
                       (Name and address of agent for service)

                                   (617) 526-6000                       
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

   Title of                       Proposed          Proposed
  Securities      Amount to       Maximum           Maximum        Amount of
    to be             be       Offering Price      Aggregate      Registration
  Registered      Registered      Per Share      Offering Price       Fee     

  Common Stock,     240,000       $17.50 (1)     $4,200,000 (1)     $1449.00
  $.10 par value    shares                 

    (1)  Estimated solely for the purpose of calculating the registration fee
  in accordance with Rule 457(c) and (h) of the Securities Act, and based on
  the average of the high and low prices of the Common Stock as reported by
  NASDAQ on April 7, 1995.

                                Page 1 of __ pages
                         Exhibit Index begins on page __






                     Statement of Incorporation by Reference


              This Registration Statement on Form S-8 incorporates by

         reference the contents of Registration Statement on Form S-8, File

         No. 33-51880 filed by the Registrant on September 11, 1992 and

         Registration Statement on Form S-8, File No. 33-68056 filed by the

         Registrant on August 30, 1993, relating to the Registrant's 1992

         Stock Option Plan.







                                     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 the City
         of Burlington, Commonwealth of Massachusetts, on this 7th day of
         April, 1995.



                                       XYLOGICS, INC.



                                       By:/s/ Bruce I. Sachs        
                                          Bruce I. Sachs
                                          President, Chief Executive
                                          Officer and Director




                                  POWER OF ATTORNEY

              We, the undersigned officers and directors of Xylogics, Inc.
         hereby severally constitute and appoint Bruce I. Sachs,
         Maurice L. Castonguay, Alexander Bernhard and Jay E. Bothwick and
         any of them singly, our true and lawful attorneys with full power
         to them, and each of them singly, to sign for us and in our names,
         in the capacities indicated below, the Registration Statement on
         Form S-8 filed herewith and any and all amendments to said
         Registration Statement and generally to do all such things in our
         name and behalf in our capacities as officers and directors to
         enable Xylogics, Inc. to comply with the provisions of the
         Securities Act of 1933, as amended, and all requirements of the
         Securities and Exchange Commission, hereby ratifying and
         confirming our signatures as they may be signed by our said
         attorneys, or any of them, to said Registration Statement and any
         and all amendments thereto.







              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 date indicated.

           Signature                   Title                     Date


      /s/ Bruce I. Sachs        President, Chief          )
      Bruce I. Sachs            Executive Officer         )
                                and Director (Principal   )
                                Executive Officer)        )
                                                          )
                                                          )
      /s/ Maurice L. Castonguay Vice President, Finance;  )
      Maurice L. Castonguay     Chief Financial Officer;  )
                                Treasurer; Assistant      )
                                Secretary (Principal      )
                                Financial and Accounting  )
                                Officer)                  )
                                                          )
      /s/ Bruce J. Bergman      Director                  )
      Bruce J. Bergman                                    )
                                                          )
                                                          )
      /s/ Bruce E. Elmblad      Director                  ) April 7, 1995
      Bruce E. Elmblad                                    )
                                                          )
                                                          )
      /s/ Gerald A. Lodge       Director                  )
      Gerald A. Lodge                                     )
                                                          )
                                                          )
      /s/ Frank J. Pipp         Director                  )
      Frank J. Pipp                                       )






                                    EXHIBIT INDEX


         Exhibit                                                Sequential
         Number                                                 Page Number


         4.1 (1)   Certificate of Incorporation of the               --
                   Registrant, as amended.

         4.2       Certificate of Correction of Certificate of
                   Amendment of Certificate of Incorporation
                   of the Registrant.                      

         4.3 (2)   Amended and Restated By-Laws of the               --
                   Registrant.                                       

         5.1       Opinion of Hale and Dorr.                          

         23.1      Consent of Hale and Dorr (included in             --
                   Exhibit 5.1).

         23.2      Consent of Arthur Andersen LLP                    

         24.1      Power of Attorney (included in the                --
                   signature pages of this Registration
                   Statement).

         28.1      1992 Stock Option Plan, as amended.               



         ___________

         (1)  Incorporated herein by reference to the exhibits to the
              Company's Quarterly Report on Form 10-Q for the Quarter
              ended April 30, 1994.  

         (2)  Incorporated herein by reference to the exhibits to the
              Company's Annual Report on Form 10-K for the year ended
              October 31, 1993.  


                                                             Exhibit 4.2   



                              CERTIFICATE OF CORRECTION

                                         OF

                              CERTIFICATE OF AMENDMENT

                                         OF

                                   XYLOGICS, INC.


              Xylogics, Inc., a corporation organized and existing under

         and by virtue of the General Corporation Law of the State of

         Delaware

              DOES HEREBY CERTIFY THAT:

              1.    The name of the Corporation is Xylogics, Inc. (the
         "Corporation").

              2.    A Certificate of Amendment of the Corporation (the
         "Certificate") was filed by the Secretary of State of Delaware on
         March 29, 1994 and that said Certificate requires correction as
         permitted by Section 103 of the General Corporation Law of the
         State of Delaware.

              3.    The inaccuracy in said Certificate is as follows:

              That as a result of a typographical error, the par value of
         the shares of the Corporation described in paragraph three of the
         Certificate setting forth the amending resolution was incorrectly
         listed as $.01 per share; the par value should have been listed as
         $.10 per share.

              4.    The corrected version of the resolution setting forth
         the amendment to be effected by the original Certificate of
         Amendment is as follows:

         RESOLVED:  That ARTICLE FOURTH of the Certificate of Incorporation
                    of the Corporation, as amended, be and hereby is
                    deleted and the following inserted in lieu thereof:

                    "The total number of shares of all classes of stock
                    which the corporation shall have authority to issue is
                    twenty-five million (25,000,000) shares of Common
                    Stock, par value $.10 per share."



              IN WITNESS WHEREOF, the Corporation has caused this

         Certificate of Correction to be signed by Maurice L. Castonguay,

         its Vice President, Finance, and attested to by Alexander

         Bernhard, its Secretary, this     day of May, 1994.


                                       XYLOGICS, INC.



                                       By:                          
                                           Maurice L. Castonguay
                                           Vice President, Finance



         ATTEST:                      
                 Alexander Bernhard,
                 Secretary

                                                                Exhibit 5.1








                                  April 11, 1995


         Xylogics, Inc.
         53 Third Avenue
         Burlington, Massachusetts 01803

         Ladies and Gentlemen:

              We have assisted in the preparation of a Registration
         Statement on Form S-8 (the "Registration Statement") to be filed
         with the Securities and Exchange Commission relating to 240,000
         shares of Common Stock, $.10 par value per share (the "Shares"),
         of Xylogics, Inc., a Delaware corporation (the "Company"),
         issuable under the Company's 1992 Stock Option Plan (the "Plan").

              We have examined the Certificate of Incorporation and By-Laws
         of the Company, and all amendments thereto, the Registration
         Statement, all pertinent records of the meetings of the directors
         and stockholders of the Company and such other documents relating
         to the Company as we have deemed material for the purposes of this
         opinion.

              In examination of the foregoing documents, we have assumed
         the genuineness of all signatures and the authenticity of all
         documents submitted to us as originals, the conformity to original
         documents of all documents submitted to us as certified or
         photostatic copies, and the authenticity of the originals of such
         latter documents.

              Based on the foregoing, it is our opinion that the Shares of
         Common Stock covered by the Registration Statement to be issued
         under the Plan have been duly authorized for issuance, and when
         issued and paid for in accordance with the terms of the Plan, will
         be legally issued, fully paid and non-assessable.

              We hereby consent to the filing of this opinion with the
         Securities and Exchange Commission as an Exhibit to the
         Registration Statement.

              Alexander Bernhard, Secretary of the Company, is a partner of
         this firm.

                                       Very truly yours,



                                       HALE AND DORR






                                                      Exhibit 23.2   




                         CONSENT OF INDEPENDENT ACCOUNTANTS


              We consent to the incorporation by reference in this
         registration statement of Xylogics, Inc. on Form S-8 of our report
         dated December 2, 1994 on our examinations of the consolidated
         balance sheets of Xylogics, Inc. and subsidiaries as of
         October 31, 1994 and 1993 and the related consolidated statements
         of operations, stockholders' equity and cash flows for each of the
         three years in the period ended October 31, 1994, which report is
         included in the Xylogics, Inc. Annual Report on Form 10-K for the
         fiscal year ended October 31, 1994.

                                            Arthur Andersen LLP



         Boston, Massachusetts

         April 7, 1995






                                                           Exhibit 28.1


                                   XYLOGICS, INC.

                               1992 STOCK OPTION PLAN

                         (As amended through April 7, 1995)


         1.   Purpose. 

              The purpose of this plan (the "Plan") is to secure for
         Xylogics, Inc. (the "Company") and its shareholders the benefits
         arising from capital stock ownership by employees, officers and
         directors of, and consultants or advisors to, the Company and its
         parent and subsidiary corporations who are expected to contribute
         to the Company's future growth and success.  Except where the
         context otherwise requires, the term "Company" shall include the
         parent and all present and future subsidiaries of the Company as
         defined in Sections 424(e) and 424(f) of the Internal Revenue Code
         of 1986, as amended or replaced from time to time (the "Code").
         Those provisions of the Plan which make express reference to
         Section 422 shall apply only to Incentive Stock Options (as that
         term is defined in the Plan).

         2.   Types of Options and Administration. 

              (a)  Types of Options.  Options granted pursuant to the Plan
         shall be authorized by action of the Board of Directors of the
         Company (or a Committee designated by the Board of Directors) and
         may be either incentive stock options ("Incentive Stock Options")
         meeting the requirements of Section 422 of the Code or
         non-statutory options which are not intended to meet the
         requirements of Section 422 of the Code.  

              (b)  Administration.  The Plan will be administered by the
         Board of Directors of the Company, whose construction and
         interpretation of the terms and provisions of the Plan shall be
         final and conclusive.  The Board of Directors may in its sole
         discretion grant options to purchase shares of the Company's
         Common Stock ("Common Stock") and issue shares upon exercise of
         such options as provided in the Plan.  The Board shall have
         authority, subject to the express provisions of the Plan, to
         construe the respective option agreements and the Plan, to
         prescribe, amend and rescind rules and regulations relating to the
         Plan, to determine the terms and provisions of the respective
         option agreements, which need not be identical, and to make all
         other determinations in the judgment of the Board of Directors
         necessary or desirable for the administration of the Plan.  The

                                        - 1 -






         Board of Directors may correct any defect or supply any omission
         or reconcile any inconsistency in the Plan or in any option
         agreement in the manner and to the extent it shall deem expedient
         to carry the Plan into effect and it shall be the sole and final
         judge of such expediency.  No director or person acting pursuant
         to authority delegated by the Board of Directors shall be liable
         for any action or determination under the Plan made in good faith.
         The Board of Directors may, to the full extent permitted by or
         consistent with applicable laws or regulations (including, without
         limitation, applicable state law and Rule 16b-3 promulgated under
         the Securities Exchange Act of 1934 (the "Exchange Act"), or any
         successor rule ("Rule 16b-3")), delegate any or all of its powers
         under the Plan to a committee (the "Committee") appointed by the
         Board of Directors, and if the Committee is so appointed all
         references to the Board of Directors in the Plan shall mean and
         relate to such Committee.  

              (c)  Applicability of Rule 16b-3.  Those provisions of the
         Plan which make express reference to Rule 16b-3 shall apply only
         to such persons as are required to file reports under
         Section 16(a) of the Exchange Act (a "Reporting Person").

         3.   Eligibility. 

              (a)  General.  Options may be granted to persons who are, at
         the time of grant, employees, officers or directors of, or
         consultants or advisors to, the Company; provided, that the class
         of employees to whom Incentive Stock Options may be granted shall
         be limited to all employees of the Company.  A person who has been
         granted an option may, if he or she is otherwise eligible, be
         granted additional options if the Board of Directors shall so
         determine.  Subject to adjustment as provided in Sections 14 and
         15 below, the maximum number of shares with respect to which
         options may be granted to any one employee under the Plan during
         any fiscal year shall not exceed 100,000 shares of Common Stock.
         For purposes of calculating such maximum number of shares, (i) an
         option shall continue to be treated as outstanding notwithstanding
         its repricing, cancellation or expiration and (ii) the repricing
         of an outstanding option or the issuance of a new option in
         substitution for a cancelled option shall be deemed to constitute
         the grant of a new additional option separate from the original
         grant of the option that is repriced or cancelled.

              (b)  Grant of Options to Officers.  From and after the
         registration of the Common Stock of the Company under the Exchange
         Act, the selection of an officer (as the term "officer" is defined
         for purposes of Rule 16b-3) as a recipient of an option, the
         timing of the option grant, the exercise price of the option and
         the number of shares subject to the option shall be determined
         either (i) by the Board of Directors, of which all members shall

                                        - 2 -






         be "disinterested persons" (as hereinafter defined), or (ii) by
         two or more directors having full authority to act in the matter,
         each of whom shall be a "disinterested person."  For the purposes
         of the Plan, a director shall be deemed to be a "disinterested
         person" only if such person qualifies as a "disinterested person"
         within the meaning of Rule 16b-3, as such term is interpreted from
         time to time.  

              (c)  Grant of Options to Non-Employee Directors.

                   (i)  Initial Option Grants.

                   Subject to adjustment as provided in Sections 14 and 15
              below, each director of the Company who is not a regular
              employee of the Company as of the date of his or her initial
              election to the Board of Directors (hereinafter referred to
              in this subsection (c) as an "Outside Director") shall be
              granted, as of the date of his or her initial election to the
              Board of Directors, a non-statutory stock option for the
              purchase of 20,000 shares of the Company's Common Stock at an
              exercise price equal to the last reported sale price per
              share of the Company's Common Stock on the NASDAQ National
              Market on the date of grant (or, if no such price is reported
              on such date, such price as is reported on the nearest
              preceding date).  Such options shall become exercisable on a
              cumulative basis over a four-year period from date of grant
              with one-fourth of the option becoming exercisable at the end
              of each year.  For purposes of receiving an option grant
              pursuant to this subsection 3(c)(i), in the case of an
              Outside Director of the Company who was a regular employee of
              the Company upon his or her initial election to the Board of
              Directors and who while still a director, ceases to be an
              employee of the Company, the "date of his or her initial
              election to the Board of Directors" shall be deemed to be the
              date that he or she ceases to be a regular employee of the
              Company and first becomes an Outside Director.

                   (ii) Additional Option Grants.

                   Subject to adjustment as provided in Sections 14 and 15
              below, each Outside Director shall be granted from time to
              time a non-statutory stock option so that at any given time
              each Outside Director will have outstanding unvested options
              to purchase 10,000 shares of the Company's Common Stock, at a
              price equal to the last reported sale price per share of the
              Company's Common Stock on the NASDAQ National Market on the
              date of grant or, if no such price is reported on such date,
              such price as reported on the nearest preceding date.  Such



                                        - 3 -






              option shall become exercisable on a cumulative basis over a
              four-year period from the date of grant with one-fourth of
              the option becoming exercisable at the end of each year.  


         4.   Stock Subject to Plan. 

              Subject to adjustment as provided in Sections 14 and 15
         below, the maximum number of shares of Common Stock of the Company
         which may be issued and sold under the Plan is 1,133,064 shares.
         If an option granted under the Plan shall expire or terminate for
         any reason without having been exercised in full, the unpurchased
         shares subject to such option shall again be available for sub-
         sequent option grants under the Plan.  If shares issued upon
         exercise of an option under the Plan are tendered to the Company
         in payment of the exercise price of an option granted under the
         Plan, such tendered shares shall again be available for subsequent
         option grants under the Plan; provided, that in no event shall
         (i) the total number of shares issued pursuant to the exercise of
         Incentive Stock Options under the Plan, on a cumulative basis,
         exceed the maximum number of shares authorized for issuance under
         the Plan exclusive of shares made available for issuance pursuant
         to this sentence or (ii) the total number of shares issued
         pursuant to the exercise of options by Reporting Persons, on a
         cumulative basis, exceed the maximum number of shares authorized
         for issuance under the Plan exclusive of shares made available for
         issuance pursuant to this sentence.

         5.   Forms of Option Agreements.  

              As a condition to the grant of an option under the Plan, each
         recipient of an option shall execute an option agreement in such
         form not inconsistent with the Plan as may be approved by the
         Board of Directors.  Such option agreements may differ among
         recipients.

         6.   Purchase Price. 

              (a)  General.  The purchase price per share of stock
         deliverable upon the exercise of an option shall be determined by
         the Board of Directors, provided, however, that (i) in the case of
         an Incentive Stock Option, the exercise price shall not be less
         than 100% of the fair market value of such stock, as determined by
         the Board of Directors, at the time of grant of such option, or
         less than 110% of such fair market value in the case of options
         described in Section 11(b), and (ii) in the case of a
         non-statutory option, the exercise price shall not be less than
         100% of the fair market value of such stock, as determined by the
         Board of Directors, at the time of grant of such option.


                                        - 4 -






              (b)  Payment of Purchase Price.  Options granted under the
         Plan may provide for the payment of the exercise price by delivery
         of cash or a check to the order of the Company in an amount equal
         to the exercise price of such options, or, to the extent provided
         in the applicable option agreement, (i) by delivery to the Company
         of shares of Common Stock of the Company already owned by the
         optionee for a period of six months having a fair market value
         equal in amount to the exercise price of the options being
         exercised, (ii) by any other means (including, without limitation,
         by delivery of a promissory note of the optionee payable on such
         terms as are specified by the Board of Directors) which the Board
         of Directors determines are consistent with the purpose of the
         Plan and with applicable laws and regulations (including, without
         limitation, the provisions of Rule 16b-3 and Regulation T
         promulgated by the Federal Reserve Board) or (iii) by any
         combination of such methods of payment.  The fair market value of
         any shares of the Company's Common Stock or other non-cash
         consideration which may be delivered upon exercise of an option
         shall be determined by the Board of Directors.

         7.   Option Period. 

              Each option and all rights thereunder shall expire on such
         date as shall be set forth in the applicable option agreement,
         except that, in the case of an Incentive Stock Option, such date
         shall not be later than 10 years after the date on which the
         option is granted (or five years in the case of options described
         in Section 11(b)), and, in the case of non-statutory options, in
         no event after the expiration of 10 years plus 30 days from the
         day on which the option is granted, and, in either case, shall be
         subject to earlier termination as provided in the Plan.

         8.   Exercise of Options. 

              Each option granted under the Plan shall be exercisable
         either in full or in installments at such time or times and during
         such period as shall be set forth in the agreement evidencing such
         option, subject to the provisions of the Plan.  

         9.   Nontransferability of Options. 

              No option granted under the Plan shall be assignable or
         transferable by the person to whom it is granted, either
         voluntarily or by operation of law, except by will or the laws of
         descent and distribution.  During the life of the optionee, the
         option shall be exercisable only by the optionee.  Notwithstanding
         the foregoing, non-statutory options may be transferred pursuant
         to a qualified domestic relations order (as defined in
         Rule 16b-3).


                                        - 5 -






         10.  Effect of Termination of Employment or Other Relationship.

              No option may be exercised unless, at the time of such
         exercise, the optionee is, and has continuously since the date of
         grant of his or her option, been employed by the Company or
         maintained his or her other relationship with the Company, except
         that if and to the extent the option agreement or instrument so
         provides:

                   (a)  the option may be exercised within the period of
              three months after the date the optionee ceases to be an
              employee of the Company (or within such lesser period as may
              be specified in the applicable option agreement);

                   (b)  if the optionee dies while in the employ of the
              Company, the option may be exercised in full by the person to
              whom it is transferred by will or the laws of descent and
              distribution within the period of one year after the date of
              death (or within such lesser period as may be specified in
              the applicable option agreement); and 

                   (c)  if the optionee becomes disabled (within the
              meaning of Section 22(e)(3) of the Code or any successor
              provision thereto) while in the employ of the Company, the
              option may be exercised in full within the period of one year
              after the date the optionee ceases to be such an employee
              because of such disability (or within such lesser period as
              may be specified in the applicable option agreement);

         provided, however, that in no event may any option be exercised
         after the expiration date of the option.  For all purposes of the
         Plan and any option granted hereunder, "employment" shall be
         defined in accordance with the provisions of Section 1.421-7(h) of
         the Income Tax Regulations (or any successor regulations).  

         11.  Incentive Stock Options.

              Options granted under the Plan which are intended to be
         Incentive Stock Options shall be subject to the following
         additional terms and conditions:

              (a)  Express Designation.  All Incentive Stock Options
         granted under the Plan shall, at the time of grant, be
         specifically designated as such in the option agreement covering
         such Incentive Stock Options. 

              (b)  10% Shareholder.  If any employee to whom an Incentive
         Stock Option is to be granted under the Plan is, at the time of
         the grant of such option, the owner of stock possessing more than
         10% of the total combined voting power of all classes of stock of

                                        - 6 -






         the Company (after taking into account the attribution of stock
         ownership rules of Section 424(d) of the Code), then the following
         special provisions shall be applicable to the Incentive Stock
         Option granted to such individual:

                   (i)  The purchase price per share of the Common Stock
              subject to such Incentive Stock Option shall not be less than
              110% of the fair market value of one share of Common Stock at
              the time of grant; and 

                  (ii)  the option exercise period shall not exceed five
              years from the date of grant.  

              (c)  Dollar Limitation.  For so long as the Code shall so
         provide, options granted to any employee under the Plan (and any
         other incentive stock option plans of the Company) which are
         intended to constitute Incentive Stock Options shall not
         constitute Incentive Stock Options to the extent that such
         options, in the aggregate, become exercisable for the first time
         in any one calendar year for shares of Common Stock with an
         aggregate fair market value (determined as of the respective date
         or dates of grant) of more than $100,000.

         12.  Additional Provisions.

              (a)  Additional Option Provisions.  The Board of Directors
         may, in its sole discretion, include additional provisions in
         option agreements covering options granted under the Plan,
         including without limitation restrictions on transfer, repurchase
         rights, commitments to pay cash bonuses, to make, arrange for or
         guaranty loans or to transfer other property to optionees upon
         exercise of options, or such other provisions as shall be
         determined by the Board of Directors; provided that such
         additional provisions shall not be inconsistent with any other
         term or condition of the Plan and such additional provisions shall
         not cause any Incentive Stock Option granted under the Plan to
         fail to qualify as an Incentive Stock Option within the meaning of
         Section 422 of the Code.

              (b)  Acceleration, Extension, Etc.  The Board of Directors
         may, in its sole discretion, (i) accelerate the date or dates on
         which all or any particular option or options granted under the
         Plan may be exercised or (ii) extend the dates during which all,
         or any particular, option or options granted under the Plan may be
         exercised; provided, however, that no such extension shall be
         permitted if it would cause the Plan to fail to comply with
         Section 422 of the Code or with Rule 16b-3.




                                        - 7 -







         13.  Rights as a Shareholder.

              The holder of an option shall have no rights as a shareholder
         with respect to any shares covered by the option (including,
         without limitation, any rights to receive dividends or non-cash
         distributions with respect to such shares) until the date of issue
         of a stock certificate to him or her for such shares.  No adjust-
         ment shall be made for dividends or other rights for which the
         record date is prior to the date such stock certificate is issued.

         14.  Adjustment Provisions for Recapitalizations and Related
              Transactions.

              (a)  General.  If, through or as a result of any merger,
         consolidation, sale of all or substantially all of the assets of
         the Company, reorganization, recapitalization, reclassification,
         stock dividend, stock split, reverse stock split or other similar
         transaction, (i) the outstanding shares of Common Stock are
         increased, decreased or exchanged for a different number or kind
         of shares or other securities of the Company, or (ii) additional
         shares or new or different shares or other securities of the
         Company or other non-cash assets are distributed with respect to
         such shares of Common Stock or other securities, an appropriate
         and proportionate adjustment may be made in (x) the maximum number
         and kind of shares reserved for issuance under the Plan, (y) the
         number and kind of shares or other securities subject to any then
         outstanding options under the Plan, and (z) the price for each
         share subject to any then outstanding options under the Plan,
         without changing the aggregate purchase price as to which such
         options remain exercisable.  Notwithstanding the foregoing, no
         adjustment shall be made pursuant to this Section 14 if such
         adjustment would cause the Plan to fail to comply with Section 422
         of the Code or with Rule 16b-3.

              (b)  Board Authority to Make Adjustments.  Any adjustments
         under this Section 14 will be made by the Board of Directors,
         whose determination as to what adjustments, if any, will be made
         and the extent thereof will be final, binding and conclusive.  No
         fractional shares will be issued under the Plan on account of any
         such adjustments.

         15.  Merger, Consolidation, Asset Sale, Liquidation, etc.

              (a)  General.  In the event of a consolidation or merger or
         sale of all or substantially all of the assets of the Company in
         which outstanding shares of Common Stock are exchanged for
         securities, cash or other property of any other corporation or
         business entity or in the event of a liquidation of the Company,
         the Board of Directors of the Company, or the board of directors

                                        - 8 -






         of any corporation assuming the obligations of the Company, may,
         in its discretion, take any one or more of the following actions,
         as to outstanding options:  (i) provide that such options shall be
         assumed, or equivalent options shall be substituted, by the
         acquiring or succeeding corporation (or an affiliate thereof),
         provided that any such options substituted for Incentive Stock
         Options shall meet the requirements of Section 424(a) of the Code,
         (ii) upon written notice to the optionees, provide that all
         unexercised options will terminate immediately prior to the
         consummation of such transaction unless exercised by the optionee
         within a specified period following the date of such notice,
         (iii) in the event of a merger under the terms of which holders of
         the Common Stock of the Company will receive upon consummation
         thereof a cash payment for each share surrendered in the merger
         (the "Merger Price"), make or provide for a cash payment to the
         optionees equal to the difference between (A) the Merger Price
         times the number of shares of Common Stock subject to such
         outstanding options (to the extent then exercisable at prices not
         in excess of the Merger Price) and (B) the aggregate exercise
         price of all such outstanding options in exchange for the
         termination of such options, and (iv) provide that all or any
         outstanding options shall become exercisable in full immediately
         prior to such event.

              (b)  Substitute Options.  The Company may grant options under
         the Plan in substitution for options held by employees of another
         corporation who become employees of the Company, or a subsidiary
         of the Company, as the result of a merger or consolidation of the
         employing corporation with the Company or a subsidiary of the
         Company, or as a result of the acquisition by the Company, or one
         of its subsidiaries, of property or stock of the employing
         corporation.  The Company may direct that substitute options be
         granted on such terms and conditions as the Board of Directors
         considers appropriate in the circumstances.

         16.  No Special Employment Rights.

              Nothing contained in the Plan or in any option shall confer
         upon any optionee any right with respect to the continuation of
         his or her employment by the Company or interfere in any way with
         the right of the Company at any time to terminate such employment
         or to increase or decrease the compensation of the optionee.  

         17.  Other Employee Benefits.  

              Except as to plans which by their terms include such amounts
         as compensation, the amount of any compensation deemed to be
         received by an employee as a result of the exercise of an option
         or the sale of shares received upon such exercise will not
         constitute compensation with respect to which any other employee

                                        - 9 -






         benefits of such employee are determined, including, without
         limitation, benefits under any bonus, pension, profit-sharing,
         life insurance or salary continuation plan, except as otherwise
         specifically determined by the Board of Directors.  

         18.  Amendment of the Plan.

              (a)  The Board of Directors may at any time, and from time to
         time, modify or amend the Plan in any respect, except that if at
         any time the approval of the shareholders of the Company is
         required under Section 422 of the Code or any successor provision
         with respect to Incentive Stock Options, or under Rule 16b-3, the
         Board of Directors may not effect such modification or amendment
         without such approval.

              (b)  The termination or any modification or amendment of the
         Plan shall not, without the consent of an optionee, affect his or
         her rights under an option previously granted to him or her.  With
         the consent of the optionee affected, the Board of Directors may
         amend outstanding option agreements in a manner not inconsistent
         with the Plan.  The Board of Directors shall have the right to
         amend or modify (i) the terms and provisions of the Plan and of
         any outstanding Incentive Stock Options granted under the Plan to
         the extent necessary to qualify any or all such options for such
         favorable federal income tax treatment (including deferral of
         taxation upon exercise) as may be afforded incentive stock options
         under Section 422 of the Code and (ii) the terms and provisions of
         the Plan and of any outstanding option to the extent necessary to
         ensure the qualification of the Plan under Rule 16b-3.

         19.  Withholding.

              (a)  The Company shall have the right to deduct from payments
         of any kind otherwise due to the optionee any federal, state or
         local taxes of any kind required by law to be withheld with
         respect to any shares issued upon exercise of options under the
         Plan.  Subject to the prior approval of the Company, which may be
         withheld by the Company in its sole discretion, the optionee may
         elect to satisfy such obligations, in whole or in part, (i) by
         causing the Company to withhold shares of Common Stock otherwise
         issuable pursuant to the exercise of an option or (ii) by
         delivering to the Company shares of Common Stock already owned by
         the optionee.  The shares so delivered or withheld shall have a
         fair market value equal to such withholding obligation.  The fair
         market value of the shares used to satisfy such withholding
         obligation shall be determined by the Company as of the date that
         the amount of tax to be withheld is to be determined.  An optionee
         who has made an election pursuant to this Section 19(a) may only



                                       - 10 -






         satisfy his or her withholding obligation with shares of Common
         Stock which are not subject to any repurchase, forfeiture,
         unfulfilled vesting or other similar requirements.  

              (b)  Notwithstanding the foregoing, in the case of a
         Reporting Person, no election to use shares for the payment of
         withholding taxes shall be effective unless made in compliance
         with any applicable requirements of Rule 16b-3.

         20.  Effective Date and Duration of the Plan.

              (a)  Effective Date.  The Plan shall become effective when
         adopted by the Board of Directors, but no Incentive Stock Option
         granted under the Plan shall become exercisable unless and until
         the Plan shall have been approved by the Company's shareholders.
         If such shareholder approval is not obtained within twelve months
         after the date of the Board's adoption of the Plan, no options
         previously granted under the Plan shall be deemed to be Incentive
         Stock Options and no Incentive Stock Options shall be granted
         thereafter.  Amendments to the Plan not requiring shareholder
         approval shall become effective when adopted by the Board of
         Directors; amendments requiring shareholder approval (as provided
         in Section 18) shall become effective when adopted by the Board of
         Directors, but no Incentive Stock Option granted after the date of
         such amendment shall become exercisable (to the extent that such
         amendment to the Plan was required to enable the Company to grant
         such Incentive Stock Option to a particular optionee) unless and
         until such amendment shall have been approved by the Company's
         shareholders.  If such shareholder approval is not obtained within
         twelve months of the Board's adoption of such amendment, any
         Incentive Stock Options granted on or after the date of such
         amendment shall terminate to the extent that such amendment to the
         Plan was required to enable the Company to grant such option to a
         particular optionee.  Subject to this limitation, options may be
         granted under the Plan at any time after the effective date and
         before the date fixed for termination of the Plan.

              (b)  Termination.  Unless sooner terminated in accordance
         with Section 15, the Plan shall terminate, with respect to
         Incentive Stock Options, upon the earlier of (i) the close of
         business on the day next preceding the tenth anniversary of the
         date of its adoption by the Board of Directors, or (ii) the date
         on which all shares available for issuance under the Plan shall
         have been issued pursuant to the exercise or cancellation of
         options granted under the Plan.  Unless sooner terminated in
         accordance with Section 15, the Plan shall terminate with respect
         to options which are not Incentive Stock Options on the date
         specified in (ii) above.  If the date of termination is determined



                                       - 11 -






         under (i) above, then options outstanding on such date shall
         continue to have force and effect in accordance with the
         provisions of the instruments evidencing such options.

         21.  Provision for Foreign Participants.

              The Board of Directors may, without amending the Plan, modify
         awards or options granted to participants who are foreign
         nationals or employed outside the United States to recognize
         differences in laws, rules, regulations or customs of such foreign
         jurisdictions with respect to tax, securities, currency, employee
         benefit or other matters.

         22.  Rule 16b-3.

              Notwithstanding anything in the Plan to the contrary, no
         action may be taken with respect to the Plan which would cause the
         Plan to cease to be qualified under Rule 16b-3 or any successor
         rule, without the express acknowledgment of the Board of Directors
         that such disqualification may occur.  

                                       Adopted by the Board of Directors on
                                       February 11, 1992 and approved by
                                       the stockholders at the 1992 Annual
                                       Meeting of Stockholders; as amended
                                       by the Board of Directors on
                                       November 19, 1992 and approved by
                                       the stockholders at the 1993 Annual
                                       Meeting of Stockholders; reflecting
                                       the Stock Split approved by the
                                       Board of Directors on November 4,
                                       1994; and as amended by the Board of
                                       Directors on September 11 and 12,
                                       1994 and approved by the
                                       stockholders at the 1995 Annual
                                       Meeting of Stockholders.  All share
                                       numbers contained herein have been
                                       adjusted to give effect to the two-
                                       for-one split of the Common Stock
                                       effected on December 2, 1994 to
                                       holders of record on November 18,
                                       1994.









                                       - 12 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 49982}]
{"company-data": {"conformed-name": "XYLOGICS INC /DE/", "cik": "0000810957", "assigned-sic": "3576", "irs-number": "042669596", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-91188", "film-number": "00000000"}, "business-address": {"street1": "53 THIRD AVE", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6172728140"}, "mail-address": {"street1": "53 THIRD AVENUE", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
THIS DOCUMENT IS A COPY OF THE REGISTRATION STATEMENT ON FORM S-8
     FILED MANUALLY ON APRIL 14, 1995.

     As filed with the Securities and Exchange Commission on April 14, 1995
                                                 Registration No. 33-
     ________________________________________________________________________
         S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N

                               Washington, D.C. 20549

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                                   XYLOGICS, INC.                
                 (Exact name of issuer as specified in its charter)

                Delaware                                  04-2669596    
     (State or other jurisdiction of                  (I.R.S. employer
     incorporation or organization)                   identification number)

                  53 Third Avenue, Burlington, Massachusetts  01803  
                (Address of principal executive offices)  (Zip code)

                               1992 STOCK OPTION PLAN_
                              (Full title of the plan)

                       Alexander Bernhard, Esq., Hale and Dorr
                    60 State Street, Boston, Massachusetts 02109
                       (Name and address of agent for service)

                                   (617) 526-6000                       
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

   Title of                       Proposed          Proposed
  Securities      Amount to       Maximum           Maximum        Amount of
    to be             be       Offering Price      Aggregate      Registration
  Registered      Registered      Per Share      Offering Price       Fee     

  Common Stock,     240,000       $17.50 (1)     $4,200,000 (1)     $1449.00
  $.10 par value    shares                 

    (1)  Estimated solely for the purpose of calculating the registration fee
  in accordance with Rule 457(c) and (h) of the Securities Act, and based on
  the average of the high and low prices of the Common Stock as reported by
  NASDAQ on April 7, 1995.

                                Page 1 of __ pages
                         Exhibit Index begins on page __

                     Statement of Incorporation by Reference

              This Registration Statement on Form S-8 incorporates by

         reference the contents of Registration Statement on Form S-8, File

         No. 33-51880 filed by the Registrant on September 11, 1992 and

         Registration Statement on Form S-8, File No. 33-68056 filed by the

         Registrant on August 30, 1993, relating to the Registrant's 1992

         Stock Option Plan.

                                     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 the City
         of Burlington, Commonwealth of Massachusetts, on this 7th day of
         April, 1995.

                                       XYLOGICS, INC.

                                       By:/s/ Bruce I. Sachs        
                                          Bruce I. Sachs
                                          President, Chief Executive
                                          Officer and Director

                                  POWER OF ATTORNEY

              We, the undersigned officers and directors of Xylogics, Inc.
         hereby severally constitute and appoint Bruce I. Sachs,
         Maurice L. Castonguay, Alexander Bernhard and Jay E. Bothwick and
         any of them singly, our true and lawful attorneys with full power
         to them, and each of them singly, to sign for us and in our names,
         in the capacities indicated below, the Registration Statement on
         Form S-8 filed herewith and any and all amendments to said
         Registration Statement and generally to do all such things in our
         name and behalf in our capacities as officers and directors to
         enable Xylogics, Inc. to comply with the provisions of the
         Securities Act of 1933, as amended, and all requirements of the
         Securities and Exchange Commission, hereby ratifying and
         confirming our signatures as they may be signed by our said
         attorneys, or any of them, to said Registration Statement and any
         and all amendments thereto.

              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 date indicated.

           Signature                   Title                     Date

      /s/ Bruce I. Sachs        President, Chief          )
      Bruce I. Sachs            Executive Officer         )
                                and Director (Principal   )
                                Executive Officer)        )
                                                          )
                                                          )
      /s/ Maurice L. Castonguay Vice President, Finance;  )
      Maurice L. Castonguay     Chief Financial Officer;  )
                                Treasurer; Assistant      )
                                Secretary (Principal      )
                                Financial and Accounting  )
                                Officer)                  )
                                                          )
      /s/ Bruce J. Bergman      Director                  )
      Bruce J. Bergman                                    )
                                                          )
                                                          )
      /s/ Bruce E. Elmblad      Director                  ) April 7, 1995
      Bruce E. Elmblad                                    )
                                                          )
                                                          )
      /s/ Gerald A. Lodge       Director                  )
      Gerald A. Lodge                                     )
                                                          )
                                                          )
      /s/ Frank J. Pipp         Director                  )
      Frank J. Pipp                                       )

                                    EXHIBIT INDEX

         Exhibit                                                Sequential
         Number                                                 Page Number

         4.1 (1)   Certificate of Incorporation of the               --
                   Registrant, as amended.

         4.2       Certificate of Correction of Certificate of
                   Amendment of Certificate of Incorporation
                   of the Registrant.                      

         4.3 (2)   Amended and Restated By-Laws of the               --
                   Registrant.                                       

         5.1       Opinion of Hale and Dorr.                          

         23.1      Consent of Hale and Dorr (included in             --
                   Exhibit 5.1).

         23.2      Consent of Arthur Andersen LLP                    

         24.1      Power of Attorney (included in the                --
                   signature pages of this Registration
                   Statement).

         28.1      1992 Stock Option Plan, as amended.               

         ___________

         (1)  Incorporated herein by reference to the exhibits to the
              Company's Quarterly Report on Form 10-Q for the Quarter
              ended April 30, 1994.  

         (2)  Incorporated herein by reference to the exhibits to the
              Company's Annual Report on Form 10-K for the year ended
              October 31, 1993.  

                                                             Exhibit 4.2   

                              CERTIFICATE OF CORRECTION

                                         OF

                              CERTIFICATE OF AMENDMENT

                                         OF

                                   XYLOGICS, INC.

              Xylogics, Inc., a corporation organized and existing under

         and by virtue of the General Corporation Law of the State of

         Delaware

              DOES HEREBY CERTIFY THAT:

              1.    The name of the Corporation is Xylogics, Inc. (the
         "Corporation").

              2.    A Certificate of Amendment of the Corporation (the
         "Certificate") was filed by the Secretary of State of Delaware on
         March 29, 1994 and that said Certificate requires correction as
         permitted by Section 103 of the General Corporation Law of the
         State of Delaware.

              3.    The inaccuracy in said Certificate is as follows:

              That as a result of a typographical error, the par value of
         the shares of the Corporation described in paragraph three of the
         Certificate setting forth the amending resolution was incorrectly
         listed as $.01 per share; the par value should have been listed as
         $.10 per share.

              4.    The corrected version of the resolution setting forth
         the amendment to be effected by the original Certificate of
         Amendment is as follows:

         RESOLVED:  That ARTICLE FOURTH of the Certificate of Incorporation
                    of the Corporation, as amended, be and hereby is
                    deleted and the following inserted in lieu thereof:

                    "The total number of shares of all classes of stock
                    which the corporation shall have authority to issue is
                    twenty-five million (25,000,000) shares of Common
                    Stock, par value $.10 per share."

              IN WITNESS WHEREOF, the Corporation has caused this

         Certificate of Correction to be signed by Maurice L. Castonguay,

         its Vice President, Finance, and attested to by Alexander

         Bernhard, its Secretary, this     day of May, 1994.

                                       XYLOGICS, INC.

                                       By:                          
                                           Maurice L. Castonguay
                                           Vice President, Finance

         ATTEST:                      
                 Alexander Bernhard,
                 Secretary

                                                                Exhibit 5.1

                                  April 11, 1995

         Xylogics, Inc.
         53 Third Avenue
         Burlington, Massachusetts 01803

         Ladies and Gentlemen:

              We have assisted in the preparation of a Registration
         Statement on Form S-8 (the "Registration Statement") to be filed
         with the Securities and Exchange Commission relating to 240,000
         shares of Common Stock, $.10 par value per share (the "Shares"),
         of Xylogics, Inc., a Delaware corporation (the "Company"),
         issuable under the Company's 1992 Stock Option Plan (the "Plan").

              We have examined the Certificate of Incorporation and By-Laws
         of the Company, and all amendments thereto, the Registration
         Statement, all pertinent records of the meetings of the directors
         and stockholders of the Company and such other documents relating
         to the Company as we have deemed material for the purposes of this
         opinion.

              In examination of the foregoing documents, we have assumed
         the genuineness of all signatures and the authenticity of all
         documents submitted to us as originals, the conformity to original
         documents of all documents submitted to us as certified or
         photostatic copies, and the authenticity of the originals of such
         latter documents.

              Based on the foregoing, it is our opinion that the Shares of
         Common Stock covered by the Registration Statement to be issued
         under the Plan have been duly authorized for issuance, and when
         issued and paid for in accordance with the terms of the Plan, will
         be legally issued, fully paid and non-assessable.

              We hereby consent to the filing of this opinion with the
         Securities and Exchange Commission as an Exhibit to the
         Registration Statement.

              Alexander Bernhard, Secretary of the Company, is a partner of
         this firm.

                                       Very truly yours,

                                       HALE AND DORR

                                                      Exhibit 23.2   

                         CONSENT OF INDEPENDENT ACCOUNTANTS

              We consent to the incorporation by reference in this
         registration statement of Xylogics, Inc. on Form S-8 of our report
         dated December 2, 1994 on our examinations of the consolidated
         balance sheets of Xylogics, Inc. and subsidiaries as of
         October 31, 1994 and 1993 and the related consolidated statements
         of operations, stockholders' equity and cash flows for each of the
         three years in the period ended October 31, 1994, which report is
         included in the Xylogics, Inc. Annual Report on Form 10-K for the
         fiscal year ended October 31, 1994.

                                            Arthur Andersen LLP

         Boston, Massachusetts

         April 7, 1995

                                                           Exhibit 28.1

                                   XYLOGICS, INC.

                               1992 STOCK OPTION PLAN

                         (As amended through April 7, 1995)

         1.   Purpose. 

              The purpose of this plan (the "Plan") is to secure for
         Xylogics, Inc. (the "Company") and its shareholders the benefits
         arising from capital stock ownership by employees, officers and
         directors of, and consultants or advisors to, the Company and its
         parent and subsidiary corporations who are expected to contribute
         to the Company's future growth and success.  Except where the
         context otherwise requires, the term "Company" shall include the
         parent and all present and future subsidiaries of the Company as
         defined in Sections 424(e) and 424(f) of the Internal Revenue Code
         of 1986, as amended or replaced from time to time (the "Code").
         Those provisions of the Plan which make express reference to
         Section 422 shall apply only to Incentive Stock Options (as that
         term is defined in the Plan).

         2.   Types of Options and Administration. 

              (a)  Types of Options.  Options granted pursuant to the Plan
         shall be authorized by action of the Board of Directors of the
         Company (or a Committee designated by the Board of Directors) and
         may be either incentive stock options ("Incentive Stock Options")
         meeting the requirements of Section 422 of the Code or
         non-statutory options which are not intended to meet the
         requirements of Section 422 of the Code.  

              (b)  Administration.  The Plan will be administered by the
         Board of Directors of the Company, whose construction and
         interpretation of the terms and provisions of the Plan shall be
         final and conclusive.  The Board of Directors may in its sole
         discretion grant options to purchase shares of the Company's
         Common Stock ("Common Stock") and issue shares upon exercise of
         such options as provided in the Plan.  The Board shall have
         authority, subject to the express provisions of the Plan, to
         construe the respective option agreements and the Plan, to
         prescribe, amend and rescind rules and regulations relating to the
         Plan, to determine the terms and provisions of the respective
         option agreements, which need not be identical, and to make all
         other determinations in the judgment of the Board of Directors
         necessary or desirable for the administration of the Plan.  The

                                        - 1 -

         Board of Directors may correct any defect or supply any omission
         or reconcile any inconsistency in the Plan or in any option
         agreement in the manner and to the extent it shall deem expedient
         to carry the Plan into effect and it shall be the sole and final
         judge of such expediency.  No director or person acting pursuant
         to authority delegated by the Board of Directors shall be liable
         for any action or determination under the Plan made in good faith.
         The Board of Directors may, to the full extent permitted by or
         consistent with applicable laws or regulations (including, without
         limitation, applicable state law and Rule 16b-3 promulgated under
         the Securities Exchange Act of 1934 (the "Exchange Act"), or any
         successor rule ("Rule 16b-3")), delegate any or all of its powers
         under the Plan to a committee (the "Committee") appointed by the
         Board of Directors, and if the Committee is so appointed all
         references to the Board of Directors in the Plan shall mean and
         relate to such Committee.  

              (c)  Applicability of Rule 16b-3.  Those provisions of the
         Plan which make express reference to Rule 16b-3 shall apply only
         to such persons as are required to file reports under
         Section 16(a) of the Exchange Act (a "Reporting Person").

         3.   Eligibility. 

              (a)  General.  Options may be granted to persons who are, at
         the time of grant, employees, officers or directors of, or
         consultants or advisors to, the Company; provided, that the class
         of employees to whom Incentive Stock Options may be granted shall
         be limited to all employees of the Company.  A person who has been
         granted an option may, if he or she is otherwise eligible, be
         granted additional options if the Board of Directors shall so
         determine.  Subject to adjustment as provided in Sections 14 and
         15 below, the maximum number of shares with respect to which
         options may be granted to any one employee under the Plan during
         any fiscal year shall not exceed 100,000 shares of Common Stock.
         For purposes of calculating such maximum number of shares, (i) an
         option shall continue to be treated as outstanding notwithstanding
         its repricing, cancellation or expiration and (ii) the repricing
         of an outstanding option or the issuance of a new option in
         substitution for a cancelled option shall be deemed to constitute
         the grant of a new additional option separate from the original
         grant of the option that is repriced or cancelled.

              (b)  Grant of Options to Officers.  From and after the
         registration of the Common Stock of the Company under the Exchange
         Act, the selection of an officer (as the term "officer" is defined
         for purposes of Rule 16b-3) as a recipient of an option, the
         timing of the option grant, the exercise price of the option and
         the number of shares subject to the option shall be determined
         either (i) by the Board of Directors, of which all members shall

                                        - 2 -

         be "disinterested persons" (as hereinafter defined), or (ii) by
         two or more directors having full authority to act in the matter,
         each of whom shall be a "disinterested person."  For the purposes
         of the Plan, a director shall be deemed to be a "disinterested
         person" only if such person qualifies as a "disinterested person"
         within the meaning of Rule 16b-3, as such term is interpreted from
         time to time.  

              (c)  Grant of Options to Non-Employee Directors.

                   (i)  Initial Option Grants.

                   Subject to adjustment as provided in Sections 14 and 15
              below, each director of the Company who is not a regular
              employee of the Company as of the date of his or her initial
              election to the Board of Directors (hereinafter referred to
              in this subsection (c) as an "Outside Director") shall be
              granted, as of the date of his or her initial election to the
              Board of Directors, a non-statutory stock option for the
              purchase of 20,000 shares of the Company's Common Stock at an
              exercise price equal to the last reported sale price per
              share of the Company's Common Stock on the NASDAQ National
              Market on the date of grant (or, if no such price is reported
              on such date, such price as is reported on the nearest
              preceding date).  Such options shall become exercisable on a
              cumulative basis over a four-year period from date of grant
              with one-fourth of the option becoming exercisable at the end
              of each year.  For purposes of receiving an option grant
              pursuant to this subsection 3(c)(i), in the case of an
              Outside Director of the Company who was a regular employee of
              the Company upon his or her initial election to the Board of
              Directors and who while still a director, ceases to be an
              employee of the Company, the "date of his or her initial
              election to the Board of Directors" shall be deemed to be the
              date that he or she ceases to be a regular employee of the
              Company and first becomes an Outside Director.

                   (ii) Additional Option Grants.

                   Subject to adjustment as provided in Sections 14 and 15
              below, each Outside Director shall be granted from time to
              time a non-statutory stock option so that at any given time
              each Outside Director will have outstanding unvested options
              to purchase 10,000 shares of the Company's Common Stock, at a
              price equal to the last reported sale price per share of the
              Company's Common Stock on the NASDAQ National Market on the
              date of grant or, if no such price is reported on such date,
              such price as reported on the nearest preceding date.  Such

                                        - 3 -

              option shall become exercisable on a cumulative basis over a
              four-year period from the date of grant with one-fourth of
              the option becoming exercisable at the end of each year.  

         4.   Stock Subject to Plan. 

              Subject to adjustment as provided in Sections 14 and 15
         below, the maximum number of shares of Common Stock of the Company
         which may be issued and sold under the Plan is 1,133,064 shares.
         If an option granted under the Plan shall expire or terminate for
         any reason without having been exercised in full, the unpurchased
         shares subject to such option shall again be available for sub-
         sequent option grants under the Plan.  If shares issued upon
         exercise of an option under the Plan are tendered to the Company
         in payment of the exercise price of an option granted under the
         Plan, such tendered shares shall again be available for subsequent
         option grants under the Plan; provided, that in no event shall
         (i) the total number of shares issued pursuant to the exercise of
         Incentive Stock Options under the Plan, on a cumulative basis,
         exceed the maximum number of shares authorized for issuance under
         the Plan exclusive of shares made available for issuance pursuant
         to this sentence or (ii) the total number of shares issued
         pursuant to the exercise of options by Reporting Persons, on a
         cumulative basis, exceed the maximum number of shares authorized
         for issuance under the Plan exclusive of shares made available for
         issuance pursuant to this sentence.

         5.   Forms of Option Agreements.  

              As a condition to the grant of an option under the Plan, each
         recipient of an option shall execute an option agreement in such
         form not inconsistent with the Plan as may be approved by the
         Board of Directors.  Such option agreements may differ among
         recipients.

         6.   Purchase Price. 

              (a)  General.  The purchase price per share of stock
         deliverable upon the exercise of an option shall be determined by
         the Board of Directors, provided, however, that (i) in the case of
         an Incentive Stock Option, the exercise price shall not be less
         than 100% of the fair market value of such stock, as determined by
         the Board of Directors, at the time of grant of such option, or
         less than 110% of such fair market value in the case of options
         described in Section 11(b), and (ii) in the case of a
         non-statutory option, the exercise price shall not be less than
         100% of the fair market value of such stock, as determined by the
         Board of Directors, at the time of grant of such option.

                                        - 4 -

              (b)  Payment of Purchase Price.  Options granted under the
         Plan may provide for the payment of the exercise price by delivery
         of cash or a check to the order of the Company in an amount equal
         to the exercise price of such options, or, to the extent provided
         in the applicable option agreement, (i) by delivery to the Company
         of shares of Common Stock of the Company already owned by the
         optionee for a period of six months having a fair market value
         equal in amount to the exercise price of the options being
         exercised, (ii) by any other means (including, without limitation,
         by delivery of a promissory note of the optionee payable on such
         terms as are specified by the Board of Directors) which the Board
         of Directors determines are consistent with the purpose of the
         Plan and with applicable laws and regulations (including, without
         limitation, the provisions of Rule 16b-3 and Regulation T
         promulgated by the Federal Reserve Board) or (iii) by any
         combination of such methods of payment.  The fair market value of
         any shares of the Company's Common Stock or other non-cash
         consideration which may be delivered upon exercise of an option
         shall be determined by the Board of Directors.

         7.   Option Period. 

              Each option and all rights thereunder shall expire on such
         date as shall be set forth in the applicable option agreement,
         except that, in the case of an Incentive Stock Option, such date
         shall not be later than 10 years after the date on which the
         option is granted (or five years in the case of options described
         in Section 11(b)), and, in the case of non-statutory options, in
         no event after the expiration of 10 years plus 30 days from the
         day on which the option is granted, and, in either case, shall be
         subject to earlier termination as provided in the Plan.

         8.   Exercise of Options. 

              Each option granted under the Plan shall be exercisable
         either in full or in installments at such time or times and during
         such period as shall be set forth in the agreement evidencing such
         option, subject to the provisions of the Plan.  

         9.   Nontransferability of Options. 

              No option granted under the Plan shall be assignable or
         transferable by the person to whom it is granted, either
         voluntarily or by operation of law, except by will or the laws of
         descent and distribution.  During the life of the optionee, the
         option shall be exercisable only by the optionee.  Notwithstanding
         the foregoing, non-statutory options may be transferred pursuant
         to a qualified domestic relations order (as defined in
         Rule 16b-3).

                                        - 5 -

         10.  Effect of Termination of Employment or Other Relationship.

              No option may be exercised unless, at the time of such
         exercise, the optionee is, and has continuously since the date of
         grant of his or her option, been employed by the Company or
         maintained his or her other relationship with the Company, except
         that if and to the extent the option agreement or instrument so
         provides:

                   (a)  the option may be exercised within the period of
              three months after the date the optionee ceases to be an
              employee of the Company (or within such lesser period as may
              be specified in the applicable option agreement);

                   (b)  if the optionee dies while in the employ of the
              Company, the option may be exercised in full by the person to
              whom it is transferred by will or the laws of descent and
              distribution within the period of one year after the date of
              death (or within such lesser period as may be specified in
              the applicable option agreement); and 

                   (c)  if the optionee becomes disabled (within the
              meaning of Section 22(e)(3) of the Code or any successor
              provision thereto) while in the employ of the Company, the
              option may be exercised in full within the period of one year
              after the date the optionee ceases to be such an employee
              because of such disability (or within such lesser period as
              may be specified in the applicable option agreement);

         provided, however, that in no event may any option be exercised
         after the expiration date of the option.  For all purposes of the
         Plan and any option granted hereunder, "employment" shall be
         defined in accordance with the provisions of Section 1.421-7(h) of
         the Income Tax Regulations (or any successor regulations).  

         11.  Incentive Stock Options.

              Options granted under the Plan which are intended to be
         Incentive Stock Options shall be subject to the following
         additional terms and conditions:

              (a)  Express Designation.  All Incentive Stock Options
         granted under the Plan shall, at the time of grant, be
         specifically designated as such in the option agreement covering
         such Incentive Stock Options. 

              (b)  10% Shareholder.  If any employee to whom an Incentive
         Stock Option is to be granted under the Plan is, at the time of
         the grant of such option, the owner of stock possessing more than
         10% of the total combined voting power of all classes of stock of

                                        - 6 -

         the Company (after taking into account the attribution of stock
         ownership rules of Section 424(d) of the Code), then the following
         special provisions shall be applicable to the Incentive Stock
         Option granted to such individual:

                   (i)  The purchase price per share of the Common Stock
              subject to such Incentive Stock Option shall not be less than
              110% of the fair market value of one share of Common Stock at
              the time of grant; and 

                  (ii)  the option exercise period shall not exceed five
              years from the date of grant.  

              (c)  Dollar Limitation.  For so long as the Code shall so
         provide, options granted to any employee under the Plan (and any
         other incentive stock option plans of the Company) which are
         intended to constitute Incentive Stock Options shall not
         constitute Incentive Stock Options to the extent that such
         options, in the aggregate, become exercisable for the first time
         in any one calendar year for shares of Common Stock with an
         aggregate fair market value (determined as of the respective date
         or dates of grant) of more than $100,000.

         12.  Additional Provisions.

              (a)  Additional Option Provisions.  The Board of Directors
         may, in its sole discretion, include additional provisions in
         option agreements covering options granted under the Plan,
         including without limitation restrictions on transfer, repurchase
         rights, commitments to pay cash bonuses, to make, arrange for or
         guaranty loans or to transfer other property to optionees upon
         exercise of options, or such other provisions as shall be
         determined by the Board of Directors; provided that such
         additional provisions shall not be inconsistent with any other
         term or condition of the Plan and such additional provisions shall
         not cause any Incentive Stock Option granted under the Plan to
         fail to qualify as an Incentive Stock Option within the meaning of
         Section 422 of the Code.

              (b)  Acceleration, Extension, Etc.  The Board of Directors
         may, in its sole discretion, (i) accelerate the date or dates on
         which all or any particular option or options granted under the
         Plan may be exercised or (ii) extend the dates during which all,
         or any particular, option or options granted under the Plan may be
         exercised; provided, however, that no such extension shall be
         permitted if it would cause the Plan to fail to comply with
         Section 422 of the Code or with Rule 16b-3.

                                        - 7 -

         13.  Rights as a Shareholder.

              The holder of an option shall have no rights as a shareholder
         with respect to any shares covered by the option (including,
         without limitation, any rights to receive dividends or non-cash
         distributions with respect to such shares) until the date of issue
         of a stock certificate to him or her for such shares.  No adjust-
         ment shall be made for dividends or other rights for which the
         record date is prior to the date such stock certificate is issued.

         14.  Adjustment Provisions for Recapitalizations and Related
              Transactions.

              (a)  General.  If, through or as a result of any merger,
         consolidation, sale of all or substantially all of the assets of
         the Company, reorganization, recapitalization, reclassification,
         stock dividend, stock split, reverse stock split or other similar
         transaction, (i) the outstanding shares of Common Stock are
         increased, decreased or exchanged for a different number or kind
         of shares or other securities of the Company, or (ii) additional
         shares or new or different shares or other securities of the
         Company or other non-cash assets are distributed with respect to
         such shares of Common Stock or other securities, an appropriate
         and proportionate adjustment may be made in (x) the maximum number
         and kind of shares reserved for issuance under the Plan, (y) the
         number and kind of shares or other securities subject to any then
         outstanding options under the Plan, and (z) the price for each
         share subject to any then outstanding options under the Plan,
         without changing the aggregate purchase price as to which such
         options remain exercisable.  Notwithstanding the foregoing, no
         adjustment shall be made pursuant to this Section 14 if such
         adjustment would cause the Plan to fail to comply with Section 422
         of the Code or with Rule 16b-3.

              (b)  Board Authority to Make Adjustments.  Any adjustments
         under this Section 14 will be made by the Board of Directors,
         whose determination as to what adjustments, if any, will be made
         and the extent thereof will be final, binding and conclusive.  No
         fractional shares will be issued under the Plan on account of any
         such adjustments.

         15.  Merger, Consolidation, Asset Sale, Liquidation, etc.

              (a)  General.  In the event of a consolidation or merger or
         sale of all or substantially all of the assets of the Company in
         which outstanding shares of Common Stock are exchanged for
         securities, cash or other property of any other corporation or
         business entity or in the event of a liquidation of the Company,
         the Board of Directors of the Company, or the board of directors

                                        - 8 -

         of any corporation assuming the obligations of the Company, may,
         in its discretion, take any one or more of the following actions,
         as to outstanding options:  (i) provide that such options shall be
         assumed, or equivalent options shall be substituted, by the
         acquiring or succeeding corporation (or an affiliate thereof),
         provided that any such options substituted for Incentive Stock
         Options shall meet the requirements of Section 424(a) of the Code,
         (ii) upon written notice to the optionees, provide that all
         unexercised options will terminate immediately prior to the
         consummation of such transaction unless exercised by the optionee
         within a specified period following the date of such notice,
         (iii) in the event of a merger under the terms of which holders of
         the Common Stock of the Company will receive upon consummation
         thereof a cash payment for each share surrendered in the merger
         (the "Merger Price"), make or provide for a cash payment to the
         optionees equal to the difference between (A) the Merger Price
         times the number of shares of Common Stock subject to such
         outstanding options (to the extent then exercisable at prices not
         in excess of the Merger Price) and (B) the aggregate exercise
         price of all such outstanding options in exchange for the
         termination of such options, and (iv) provide that all or any
         outstanding options shall become exercisable in full immediately
         prior to such event.

              (b)  Substitute Options.  The Company may grant options under
         the Plan in substitution for options held by employees of another
         corporation who become employees of the Company, or a subsidiary
         of the Company, as the result of a merger or consolidation of the
         employing corporation with the Company or a subsidiary of the
         Company, or as a result of the acquisition by the Company, or one
         of its subsidiaries, of property or stock of the employing
         corporation.  The Company may direct that substitute options be
         granted on such terms and conditions as the Board of Directors
         considers appropriate in the circumstances.

         16.  No Special Employment Rights.

              Nothing contained in the Plan or in any option shall confer
         upon any optionee any right with respect to the continuation of
         his or her employment by the Company or interfere in any way with
         the right of the Company at any time to terminate such employment
         or to increase or decrease the compensation of the optionee.  

         17.  Other Employee Benefits.  

              Except as to plans which by their terms include such amounts
         as compensation, the amount of any compensation deemed to be
         received by an employee as a result of the exercise of an option
         or the sale of shares received upon such exercise will not
         constitute compensation with respect to which any other employee

                                        - 9 -

         benefits of such employee are determined, including, without
         limitation, benefits under any bonus, pension, profit-sharing,
         life insurance or salary continuation plan, except as otherwise
         specifically determined by the Board of Directors.  

         18.  Amendment of the Plan.

              (a)  The Board of Directors may at any time, and from time to
         time, modify or amend the Plan in any respect, except that if at
         any time the approval of the shareholders of the Company is
         required under Section 422 of the Code or any successor provision
         with respect to Incentive Stock Options, or under Rule 16b-3, the
         Board of Directors may not effect such modification or amendment
         without such approval.

              (b)  The termination or any modification or amendment of the
         Plan shall not, without the consent of an optionee, affect his or
         her rights under an option previously granted to him or her.  With
         the consent of the optionee affected, the Board of Directors may
         amend outstanding option agreements in a manner not inconsistent
         with the Plan.  The Board of Directors shall have the right to
         amend or modify (i) the terms and provisions of the Plan and of
         any outstanding Incentive Stock Options granted under the Plan to
         the extent necessary to qualify any or all such options for such
         favorable federal income tax treatment (including deferral of
         taxation upon exercise) as may be afforded incentive stock options
         under Section 422 of the Code and (ii) the terms and provisions of
         the Plan and of any outstanding option to the extent necessary to
         ensure the qualification of the Plan under Rule 16b-3.

         19.  Withholding.

              (a)  The Company shall have the right to deduct from payments
         of any kind otherwise due to the optionee any federal, state or
         local taxes of any kind required by law to be withheld with
         respect to any shares issued upon exercise of options under the
         Plan.  Subject to the prior approval of the Company, which may be
         withheld by the Company in its sole discretion, the optionee may
         elect to satisfy such obligations, in whole or in part, (i) by
         causing the Company to withhold shares of Common Stock otherwise
         issuable pursuant to the exercise of an option or (ii) by
         delivering to the Company shares of Common Stock already owned by
         the optionee.  The shares so delivered or withheld shall have a
         fair market value equal to such withholding obligation.  The fair
         market value of the shares used to satisfy such withholding
         obligation shall be determined by the Company as of the date that
         the amount of tax to be withheld is to be determined.  An optionee
         who has made an election pursuant to this Section 19(a) may only

                                       - 10 -

         satisfy his or her withholding obligation with shares of Common
         Stock which are not subject to any repurchase, forfeiture,
         unfulfilled vesting or other similar requirements.  

              (b)  Notwithstanding the foregoing, in the case of a
         Reporting Person, no election to use shares for the payment of
         withholding taxes shall be effective unless made in compliance
         with any applicable requirements of Rule 16b-3.

         20.  Effective Date and Duration of the Plan.

              (a)  Effective Date.  The Plan shall become effective when
         adopted by the Board of Directors, but no Incentive Stock Option
         granted under the Plan shall become exercisable unless and until
         the Plan shall have been approved by the Company's shareholders.
         If such shareholder approval is not obtained within twelve months
         after the date of the Board's adoption of the Plan, no options
         previously granted under the Plan shall be deemed to be Incentive
         Stock Options and no Incentive Stock Options shall be granted
         thereafter.  Amendments to the Plan not requiring shareholder
         approval shall become effective when adopted by the Board of
         Directors; amendments requiring shareholder approval (as provided
         in Section 18) shall become effective when adopted by the Board of
         Directors, but no Incentive Stock Option granted after the date of
         such amendment shall become exercisable (to the extent that such
         amendment to the Plan was required to enable the Company to grant
         such Incentive Stock Option to a particular optionee) unless and
         until such amendment shall have been approved by the Company's
         shareholders.  If such shareholder approval is not obtained within
         twelve months of the Board's adoption of such amendment, any
         Incentive Stock Options granted on or after the date of such
         amendment shall terminate to the extent that such amendment to the
         Plan was required to enable the Company to grant such option to a
         particular optionee.  Subject to this limitation, options may be
         granted under the Plan at any time after the effective date and
         before the date fixed for termination of the Plan.

              (b)  Termination.  Unless sooner terminated in accordance
         with Section 15, the Plan shall terminate, with respect to
         Incentive Stock Options, upon the earlier of (i) the close of
         business on the day next preceding the tenth anniversary of the
         date of its adoption by the Board of Directors, or (ii) the date
         on which all shares available for issuance under the Plan shall
         have been issued pursuant to the exercise or cancellation of
         options granted under the Plan.  Unless sooner terminated in
         accordance with Section 15, the Plan shall terminate with respect
         to options which are not Incentive Stock Options on the date
         specified in (ii) above.  If the date of termination is determined

                                       - 11 -

         under (i) above, then options outstanding on such date shall
         continue to have force and effect in accordance with the
         provisions of the instruments evidencing such options.

         21.  Provision for Foreign Participants.

              The Board of Directors may, without amending the Plan, modify
         awards or options granted to participants who are foreign
         nationals or employed outside the United States to recognize
         differences in laws, rules, regulations or customs of such foreign
         jurisdictions with respect to tax, securities, currency, employee
         benefit or other matters.

         22.  Rule 16b-3.

              Notwithstanding anything in the Plan to the contrary, no
         action may be taken with respect to the Plan which would cause the
         Plan to cease to be qualified under Rule 16b-3 or any successor
         rule, without the express acknowledgment of the Board of Directors
         that such disqualification may occur.  

                                       Adopted by the Board of Directors on
                                       February 11, 1992 and approved by
                                       the stockholders at the 1992 Annual
                                       Meeting of Stockholders; as amended
                                       by the Board of Directors on
                                       November 19, 1992 and approved by
                                       the stockholders at the 1993 Annual
                                       Meeting of Stockholders; reflecting
                                       the Stock Split approved by the
                                       Board of Directors on November 4,
                                       1994; and as amended by the Board of
                                       Directors on September 11 and 12,
                                       1994 and approved by the
                                       stockholders at the 1995 Annual
                                       Meeting of Stockholders.  All share
                                       numbers contained herein have been
                                       adjusted to give effect to the two-
                                       for-one split of the Common Stock
                                       effected on December 2, 1994 to
                                       holders of record on November 18,
                                       1994.

                                       - 12 -