As filed with the Securities and Exchange Commission on July 9, 1999
                                           Registration No. _______________


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON , D.C. 20549

                                   Form S-8

                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                             APPLE COMPUTER, INC.
            (Exact name of registrant as specified in its charter)


              CALIFORNIA                              94-2404110
   (State of other jurisdiction of      (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                               One Infinite Loop
                          Cupertino, California 95014
         (Address, including zip code, of principal executive offices)

                        1997 Employee Stock Option Plan
                           (Full title of the plan)

                                 Michael C. Wyatt, Esq.
                           Associate General Counsel
                             Apple Computer, Inc.
                        One Infinite Loop, M/S 301-4CL
                          Cupertino, California 95014
                                (408) 996-1010
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   Copy to:

                                Tom Klein, Esq.
                      Wilson, Sonsini, Goodrich & Rosati
                              650 Page Mill Road
                              Palo Alto, CA 94304







                                       1
<PAGE>



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                       Proposed
                                       Maximum       Proposed
                        Amount         Average       Maximum
                        To Be          Offering      Aggregate     Amount of
Title of Securities     Registered     Price Per     Offering      Registration
To Be Registered             (1)       Share (2)     Price (3)     Fee (3)
<S>                     <C>            <C>           <C>           <C>

Common Stock,
no par value

-Newly reserved under    5,000,000     $ 45.844      $ 29,220,000   $63,723
1997 Employee Stock      shares
Option Plan
</TABLE>

(1)    Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectus relating to this Registration
statement also relates to shares registered under Form S-8 Registration
Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075, 33-47596, 33-
53895, 333-07437, and 333-6045. A total of 5,000,000 shares issuable under the
1997 Employee Stock Option Plan have been previously registered under the
Securities Act.

(2)    Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $45.844 per share, which
represents the average of the high and low prices of the Common Stock
reported on the NASDAQ National Market for July 2, 1999.

(3)    Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee.  Amount of the Registration Fee was calculated pursuant to
Section 6(b) of the Securities Act of 1933, as amended, and was determined by
multiplying the aggregate offering amount by .000278.











                                       2

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

     (a)   The Registrant's annual report on Form 10-K for the fiscal year
ended September 25, 1998;

     (b)   The Registrant's quarterly reports on Form 10-Q for the quarters
ended December 26, 1998 and March 27, 1999;

     (c)   All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since September 25, 1998; and

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

Item 4.  Description of Securities.

              Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

              Not Applicable.















                                       3

<PAGE>


Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California General Corporations Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be
made parties to any proceeding (with certain exceptions) by reason of the fact
that the person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with the proceeding if that person acted in good faith
and in a manner the person  reasonably believed to be in the best interests of
the corporation.  Section 204 of the CGCL provides that this limitation on
liability has no effect on a director's liability if (i) for acts or omissions
that involve intentional misconduct or a knowing and culpable violation of
law, (ii) for acts or omissions that a director believes to be contrary to the
best interests of the corporation or its shareholders or that involve the
absence of good faith on the part of the director, (iii) for any transaction
from which a director derived an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310 of the CGCL
(concerning contracts or transactions between the corporation and a director)
or (vii) under Section 316 of the CGCL (directors' liability for improper
dividends, loans and guarantees).  Section 317 does not extend to acts or
omissions of a director in his capacity as an officer.  Further, Section 317
has no effect on claims arising under federal or state securities laws and
does not affect the availability of injunctions and other equitable remedies
available to the Company's shareholders for any violation of a director's
fiduciary duty to the Company or its shareholders.

     In accordance with Section 317, the Restated Articles of Incorporation,
as amended (the "Articles"), of the Company limit the liability of a director
to the Company or its shareholders for monetary damages to the fullest extent
permissible under California law.  The Articles further authorize the Company
to provide indemnification to its agents (including officers and directors),
subject to the limitations set forth above.  The Articles and the Company's By-
Laws further provide for indemnification of corporate agents to the maximum
extent permitted by the CGCL.

     Pursuant to the authority provided in the Articles, the Company has
entered into indemnification agreements with each of its executive officers
and directors, indemnifying them against certain potential liabilities that may
arise as a result of their service to the Company, and providing for certain
other protection.

     The Company also maintains insurance policies which insure its officers
and directors against certain liabilities.

                                       4
<PAGE>

     The foregoing summaries are necessarily subject to the complete text of
the statute, the Articles, the By-Laws and the agreements referred to above
and are qualified in their entirety by reference thereto.


Item 7.  Exemption from Registration Claimed.

              Not Applicable.

Item 8.  Exhibits.

              The following exhibits are filed as part of this Registration
              Statement:



Exhibit No.                  Description

   4.11            Form of Option Agreement
   5.1             Opinion of counsel as to the legality of the securities
                   being registered hereby.
10.A.49            1997 Employee Stock Option Plan, as amended through
                   December 1998
  23.1             Consent of counsel (included in Exhibit 5.1).
  23.2             Consent of Ernst & Young LLP, independent auditors, with
                   respect to the consolidated financial statements of the
                   Registrant.
  23.3             Consent of KPMG LLP, independent auditors, with respect
                   to the consolidated financial statements of the Registrant.
  24.1             Power of Attorney (included on page 8).


















                                       5
<PAGE>




Item 9.  Undertakings.

     (a)   The Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide  offering thereof.

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

     (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such issue.






                                       6
<PAGE>






                                   SIGNATURES

         Pursuant to the requirements of the Securities Act the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, County of Santa Clara, State of
California, on the 8th day of July, 1999.


                                            APPLE COMPUTER, INC.



                                            By /s/ Fred D. Anderson
                                            Fred D. Anderson
                                            Executive Vice President and
                                            Chief Financial Officer
























                                       7
<PAGE>







                               POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Steven P. Jobs,  Fred
D. Anderson, Nancy R. Heinen and Michael C. Wyatt, and each of them
individually and without the others, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities to sign any
amendments to the Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or
his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.


Signature                                Title                            Date

                               Interim Chief Executive         July  8, 1999
/s/Steven P. Jobs              Officer and Director
Steven P. Jobs                 (Principal  Executive Officer)


                               Executive Vice President        July  8, 1999
/s/Fred D. Anderson            and Chief Financial Officer
Fred D. Anderson               (Principal Financial Officer)


/s/Gareth C.C. Chang                   Director                July  8, 1999
Gareth C. C Chang


/s/William V. Campbell                 Director                July  8, 1999
William V. Campbell



/s/Millard S. Drexler                  Director                July  8, 1999
Millard S. Drexler



/s/Lawrence J. Ellison                 Director                July  8, 1999
Lawrence J. Ellison


                                       8
<PAGE>




/s/Jerome B. York                      Director                July  8, 1999
Jerome B. York


/s/Edgar S. Woolard, Jr.               Director                July  8, 1999
Edgar S. Woolard, Jr.









































                                       9
<PAGE>




                                 EXHIBIT INDEX


Exhibit No.                  Description                             Page No.

   4.11            Form of Option Agreement                               11

   5.1             Opinion of counsel as to the legality of the
                   securities being registered hereby.                    13

10.A.49            1997 Employee Stock Option Plan, as amended
                   through December 1998                                  14

  23.1             Consent of Counsel (included in Exhibit 5.1).

  23.2             Consent of Ernst & Young LLP, independent
                   auditors, with respect to the consolidated
                   financial statements of the Registrant.                26

  23.3             Consent of KPMG LLP, independent auditors, with
                   respect to the consolidated financial statements
                   of the Registrant.                                     27

  24.1             Power of Attorney (included on page 8).

























                                      10
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16353}]
{"company-data": {"conformed-name": "APPLE COMPUTER INC", "cik": "0000320193", "assigned-sic": "3571", "irs-number": "942404110", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82603", "film-number": "99662191"}, "business-address": {"street1": "1 INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4089961010"}, "mail-address": {"street1": "ONE INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
As filed with the Securities and Exchange Commission on July 9, 1999
                                           Registration No. _______________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON , D.C. 20549

                                   Form S-8

                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                             APPLE COMPUTER, INC.
            (Exact name of registrant as specified in its charter)

              CALIFORNIA                              94-2404110
   (State of other jurisdiction of      (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                               One Infinite Loop
                          Cupertino, California 95014
         (Address, including zip code, of principal executive offices)

                        1997 Employee Stock Option Plan
                           (Full title of the plan)

                                 Michael C. Wyatt, Esq.
                           Associate General Counsel
                             Apple Computer, Inc.
                        One Infinite Loop, M/S 301-4CL
                          Cupertino, California 95014
                                (408) 996-1010
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   Copy to:

                                Tom Klein, Esq.
                      Wilson, Sonsini, Goodrich & Rosati
                              650 Page Mill Road
                              Palo Alto, CA 94304

                                       1
CALCULATION OF REGISTRATION FEE
Proposed
                                       Maximum       Proposed
                        Amount         Average       Maximum
                        To Be          Offering      Aggregate     Amount of
Title of Securities     Registered     Price Per     Offering      Registration
To Be Registered             (1)       Share (2)     Price (3)     Fee (3)
Common Stock,
no par value

-Newly reserved under    5,000,000     $ 45.844      $ 29,220,000   $63,723
1997 Employee Stock      shares
Option Plan
(1)    Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectus relating to this Registration
statement also relates to shares registered under Form S-8 Registration
Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075, 33-47596, 33-
53895, 333-07437, and 333-6045. A total of 5,000,000 shares issuable under the
1997 Employee Stock Option Plan have been previously registered under the
Securities Act.

(2)    Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $45.844 per share, which
represents the average of the high and low prices of the Common Stock
reported on the NASDAQ National Market for July 2, 1999.

(3)    Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee.  Amount of the Registration Fee was calculated pursuant to
Section 6(b) of the Securities Act of 1933, as amended, and was determined by
multiplying the aggregate offering amount by .000278.

                                       2
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

     (a)   The Registrant's annual report on Form 10-K for the fiscal year
ended September 25, 1998;

     (b)   The Registrant's quarterly reports on Form 10-Q for the quarters
ended December 26, 1998 and March 27, 1999;

     (c)   All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since September 25, 1998; and

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

Item 4.  Description of Securities.

              Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

              Not Applicable.

                                       3
Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California General Corporations Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be
made parties to any proceeding (with certain exceptions) by reason of the fact
that the person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with the proceeding if that person acted in good faith
and in a manner the person  reasonably believed to be in the best interests of
the corporation.  Section 204 of the CGCL provides that this limitation on
liability has no effect on a director's liability if (i) for acts or omissions
that involve intentional misconduct or a knowing and culpable violation of
law, (ii) for acts or omissions that a director believes to be contrary to the
best interests of the corporation or its shareholders or that involve the
absence of good faith on the part of the director, (iii) for any transaction
from which a director derived an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310 of the CGCL
(concerning contracts or transactions between the corporation and a director)
or (vii) under Section 316 of the CGCL (directors' liability for improper
dividends, loans and guarantees).  Section 317 does not extend to acts or
omissions of a director in his capacity as an officer.  Further, Section 317
has no effect on claims arising under federal or state securities laws and
does not affect the availability of injunctions and other equitable remedies
available to the Company's shareholders for any violation of a director's
fiduciary duty to the Company or its shareholders.

     In accordance with Section 317, the Restated Articles of Incorporation,
as amended (the "Articles"), of the Company limit the liability of a director
to the Company or its shareholders for monetary damages to the fullest extent
permissible under California law.  The Articles further authorize the Company
to provide indemnification to its agents (including officers and directors),
subject to the limitations set forth above.  The Articles and the Company's By-
Laws further provide for indemnification of corporate agents to the maximum
extent permitted by the CGCL.

     Pursuant to the authority provided in the Articles, the Company has
entered into indemnification agreements with each of its executive officers
and directors, indemnifying them against certain potential liabilities that may
arise as a result of their service to the Company, and providing for certain
other protection.

     The Company also maintains insurance policies which insure its officers
and directors against certain liabilities.

                                       4
The foregoing summaries are necessarily subject to the complete text of
the statute, the Articles, the By-Laws and the agreements referred to above
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

              Not Applicable.

Item 8.  Exhibits.

              The following exhibits are filed as part of this Registration
              Statement:

Exhibit No.                  Description

   4.11            Form of Option Agreement
   5.1             Opinion of counsel as to the legality of the securities
                   being registered hereby.
10.A.49            1997 Employee Stock Option Plan, as amended through
                   December 1998
  23.1             Consent of counsel (included in Exhibit 5.1).
  23.2             Consent of Ernst & Young LLP, independent auditors, with
                   respect to the consolidated financial statements of the
                   Registrant.
  23.3             Consent of KPMG LLP, independent auditors, with respect
                   to the consolidated financial statements of the Registrant.
  24.1             Power of Attorney (included on page 8).

                                       5
Item 9.  Undertakings.

     (a)   The Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide  offering thereof.

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

     (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, County of Santa Clara, State of
California, on the 8th day of July, 1999.

                                            APPLE COMPUTER, INC.

                                            By /s/ Fred D. Anderson
                                            Fred D. Anderson
                                            Executive Vice President and
                                            Chief Financial Officer

                                       7
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Steven P. Jobs,  Fred
D. Anderson, Nancy R. Heinen and Michael C. Wyatt, and each of them
individually and without the others, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities to sign any
amendments to the Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or
his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature                                Title                            Date

                               Interim Chief Executive         July  8, 1999
/s/Steven P. Jobs              Officer and Director
Steven P. Jobs                 (Principal  Executive Officer)

                               Executive Vice President        July  8, 1999
/s/Fred D. Anderson            and Chief Financial Officer
Fred D. Anderson               (Principal Financial Officer)

/s/Gareth C.C. Chang                   Director                July  8, 1999
Gareth C. C Chang

/s/William V. Campbell                 Director                July  8, 1999
William V. Campbell

/s/Millard S. Drexler                  Director                July  8, 1999
Millard S. Drexler

/s/Lawrence J. Ellison                 Director                July  8, 1999
Lawrence J. Ellison

                                       8
/s/Jerome B. York                      Director                July  8, 1999
Jerome B. York

/s/Edgar S. Woolard, Jr.               Director                July  8, 1999
Edgar S. Woolard, Jr.

                                       9
EXHIBIT INDEX

Exhibit No.                  Description                             Page No.

   4.11            Form of Option Agreement                               11

   5.1             Opinion of counsel as to the legality of the
                   securities being registered hereby.                    13

10.A.49            1997 Employee Stock Option Plan, as amended
                   through December 1998                                  14

  23.1             Consent of Counsel (included in Exhibit 5.1).

  23.2             Consent of Ernst & Young LLP, independent
                   auditors, with respect to the consolidated
                   financial statements of the Registrant.                26

  23.3             Consent of KPMG LLP, independent auditors, with
                   respect to the consolidated financial statements
                   of the Registrant.                                     27

  24.1             Power of Attorney (included on page 8).

                                      10