As  filed  with  the  Securities  and Exchange Commission on September 9,1998.

Registration  No.  333-

SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.C.  20549

FORM  S-8

REGISTRATION  STATEMENT
UNDER
THE  SECURITIES  ACT  OF  1933

INCYTE  PHARMACEUTICALS,  INC.
----------------------------------------
(Exact  name  of  registrant  as  specified  in  its  charter)

Delaware                                        94-3136539
______________________________          ________________________________
(State  or  other  jurisdiction  of          (I.R.S.  Employer
incorporation  or  organization)          Identification  No.)

3174  Porter  Drive        
Palo  Alto,  California                                   94304
________________________________         ________________________________
(Address  of  Principal  Executive  Offices)          (Zip  Code)

1991  STOCK  PLAN  OF  INCYTE  PHARMACEUTICALS,  INC.
________________________________________________________
(Full  title  of  the  plan)

ROY  A.  WHITFIELD                                              Copy  to:
President  and  Chief  Executive  Officer          STANTON  D. WONG, ESQ.
Incyte  Pharmaceuticals,  Inc.          Pillsbury  Madison  &  Sutro  LLP
3174  Porter  Drive                                       P.O.  Box  7880
Palo  Alto,  California  94304                 San  Francisco,  CA  94120
(415)  855-0555                                           (415)  983-1000
____________________________                 ____________________________
(Name,  address  and  telephone  number,
including  area  code,  of  agent  for  service)

CALCULATION  OF  REGISTRATION  FEE
<TABLE>
<CAPTION>
<S>              <C>           <C>               <C>                <C>
Title of. . . .  Amount        Proposed Maximum  Proposed           Amount of
Securities To .  To Be         Offering Price    Maximum Aggregate  Registration
Be Registered .  Registered(1) per Share(2)      Offering Price(2)  Fee		


Common Stock, .  1,500,000
 .001 par value   shares        $19.25            $28,875,000         $8518.13

</TABLE>


(1)   Calculated  pursuant  to  General  Instruction  E  to  Form  S-8.

(2)   Estimated solely for the purpose of calculating the registration fee
pursuant  to  Rule  457(c),  based  upon the average of the high and low sales
prices  of  the  Company's  Common  Stock  on  the  Nasdaq  National Market on
September  4,  1998.
     _________________

     The  Registration  Statement  shall  become  effective  upon  filing  in
accordance  with  Rule  462  under  the  Securities  Act  of  1933.


INFORMATION  REQUIRED  PURSUANT
-------------------------------
TO  GENERAL  INSTRUCTION  E  TO  FORM  S-8
------------------------------------------

GENERAL  INSTRUCTION  E  INFORMATION

     This  Registration Statement is being filed for the purpose of increasing
the  number  of  securities  of the same class as other securities for which a
Registration  Statement  of  the  Registrant  on Form S-8 relating to the same
employee  benefit  plan  is  effective.

     Registrant's  Form  S-8 Registration Statements filed with the Securities
and Exchange Commission on July 16, 1997 (File No. 333-31413), October 4, 1996
(File  No. 333-13449), June 20, 1995 (File No. 33-93666) and on March 10, 1994
(File  No.  33-76344)  are  hereby  incorporated  by  reference.


Part  II

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents  previously  filed  by  Registrant  with  the
Commission  are  hereby  incorporated  by  reference  in  this  Registration
Statement:

     (1)        Registrant's Annual Report on Form 10-K (File No. 0-27488) for
the  fiscal  year  ended  December  31,  1997;

     (2)        Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488)
for  the  quarters  ended  March  31,  1998  and  June  30,  1998;

     (3)          Registrant's  Current Report on Form 8-K, as amended on Form
8-K/A,  dated  January  22,  1998;

     (4)         Registrant's Current Reports on Form 8-K dated June 12, 1998,
August  17,  1998  and  September  2,  1998  (File  No.  0-27488);

     (5)         The description of the Common Stock contained in Registrant's
Registration  Statement  on Form 8-A filed January 5, 1996 (File No. 0-27488).

     In  addition,  all documents subsequently filed by Registrant pursuant to
Section  13(a),  13(c),  14  or 15(d) of the Exchange Act of 1934 prior to the
filing  of  a  post-effective  amendment  which  indicates that all securities
offered  have  been  sold  or  which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement  and to be a part hereof from the date of filing of such documents.
<TABLE>
<CAPTION>



<S>      	<C>       <C>
EXHIBITS
--------
Exhibit
Number.  Exhibit
-------  --------                                           

5.1      Opinion of Pillsbury Madison & Sutro LLP.

10.18    1998 Amendment to the 1991 Stock Plan

23.1     Consent of Ernst & Young LLP,
         independent Auditors.

23.2     Consent of Pillsbury Madison &
         Sutro LLP (included in Exhibit 5.1).
</TABLE>


<PAGE>
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,
there-unto duly authorized, in the City of Palo Alto, State of California, on
September  2,  1998.

     INCYTE  PHARMACEUTICALS,  INC.



     By   /s/  ROY  A.  WHITFIELD
         -----------------------------------------------
          Roy  A.  Whitfield
          Chief  Executive  Officer
   (Principal  Executive  Officer)


POWER  OF  ATTORNEY
-------------------

     KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes and appoints Roy A. Whitfield and Randal W. Scott, and each
of  them,  his  true  and  lawful attorneys-in-fact and agents, each with full
power  of substitution and resubstitution, for him and in his name, place and
stead,  in  any  and all capacities, to sign any and all amendments, including
post-effective  amendments, to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the  Securities  and  Exchange Commission granting unto said attorneys-in-fact
and  agents, and each of them, full power and authority to do and perform each
and  every  act  and thing requisite and necessary to be done, as fully to all
intents  and  purposes as he might or could do in person, hereby ratifying and
confirming  all  that  said attorneys-in-fact and agents, or his substitute or
substitutes,  may  do  or  cause  to  be  done  by  virtue  hereof.

     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:

<TABLE>
<CAPTION>
<S>                        <C>                             <C>
  Signature 			  Title                           Date
-------------------------  ------------------------------  -----------------

 /s/ ROY A. WHITFIELD      Chief Executive Officer         September 2, 1998
-------------------------  (Principal Executive Officer)                                                 
  Roy A. Whitfield 		and Director
                           

 /s/ DENISE M. GILBERT     Executive Vice President,       September 2, 1998
-------------------------  Finance and 
  Denise M. Gilbert        Chief Financial Officer
                           (Principal Financial Officer)
                           

 /s/ WILLIAM DELANEY       Corporate Controller            September 2, 1998
-------------------------  (Principal Accounting Officer)                                                 
  William Delaney          

 /s/ JEFFREY J. COLLINSON  Chairman of the Board           September 2, 1998
-------------------------                                                   
  Jeffrey J. Collinson

 /s/ RANDAL W. SCOTT       Director                        September 2, 1998
-------------------------                                                   
  Randal W. Scott

 /s/ BARRY M. BLOOM        Director                        September 2, 1998
-------------------------                                                   
  Barry M. Bloom

 /s/ FREDERICK B. CRAVES   Director                        September 2, 1998
-------------------------                                                   
     Frederick B. Craves

 /s/ JON S. SAXE           Director                        September 2, 1998
-------------------------                                                   
  Jon S. Saxe

</TABLE>





<PAGE>
INDEX  TO  EXHIBITS
-------------------
<TABLE>
<CAPTION>
		<S>      	<C> 
Exhibit
Number.  	Exhibit
-------  	-------                                           

             5.1  		Opinion of Pillsbury Madison & Sutro LLP.

             10.18  		1998 Amendment to the 1991 Stock Plan.

             23.1  		Consent of Ernst & Young LLP,
                  		Independent Auditors.

             23.2  		Consent of Pillsbury Madison &
                  		Sutro LLP (included in Exhibit 5.1).
</TABLE>

<PAGE>
EXHIBIT  5.1
------------


{PILLSBURY  MADISON  &  SUTRO  LLP  LETTERHEAD]

September  2,  1998



Incyte  Pharmaceuticals,  Inc.
3174  Porter  Drive
Palo  Alto,  CA  94304


Re:      Registration  Statement  on  Form  S-8


Ladies  and  Gentlemen:

     With  reference  to the Registration Statement on Form S-8 to be filed
by  Incyte Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with
the  Securities  and  Exchange  Commission  under  the Securities Act of 1933,
relating  to 1,500,000 shares of the Company's Common Stock issuable pursuant
to  the  Company's  1991  Stock Plan, as amended (the "Stock Plan"), it is our
opinion  that  such shares of the Common Stock of the Company, when issued and
sold  in  accordance with the Stock Plan, will be duly authorized and legally
issued  and  are  fully  paid  and  nonassessable.

     We  hereby  consent to the filing of this opinion with the Securities and
Exchange  Commission  as  Exhibit  5.1  to  the  Registration  Statement.

          Very  truly  yours,

          /s/  PILLSBURY  MADISON  &  SUTRO  LLP


<PAGE>
                                                  Exhibit  10.18
                                                  --------------
1998  AMENDMENT  TO  THE
------------------------

1991  STOCK  PLAN
-----------------

OF  INCYTE  PHARMACEUTICALS,  INC.
----------------------------------


     THIS AMENDMENT amends the 1991 Stock Plan of Incyte Pharmaceuticals, Inc.
(the  "Company"),  as  last  amended as of July 16, 1997 (the "Plan").  Unless
specifically  otherwise  defined, each term used herein shall have the meaning
assigned  to  such  term  in  the  Plan.

W  I  T  N  E  S  S  E  T  H:

     WHEREAS,  the  Board  of  Directors has determined that it is in the best
interest  of  the  Company  to amend the Plan to increase the number of shares
authorized  for  issuance  thereunder:

     NOW  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

     1.   Stock  Subject  to  the  Plan.
          -----------------------------

     1.1  Section  5, paragraph (a) of the Plan shall be amended by deleting
the  second  sentence  and  replacing  it  with  the  following:

          "The  aggregate  number of Shares which may be issued under the Plan
(upon  exercise of Options or other rights to acquire Shares) shall not exceed
6,300,000  Shares,  subject  to  adjustment  pursuant  to  Section  9."

     2.   Date of Amendment.  To record the adoption of this Amendment to
          -----------------
the Plan by the Board of Directors as of April 7, 1998 and the approval by the
stockholders  of  this  Amendment on June 15, 1998, the Company has caused its
authorized  officer  to  execute  the  same.


                              INCYTE  PHARMACEUTICALS,  INC.



                              By    /s/  ROY  A.  WHITFIELD
                                  -------------------------
                                  President  and  Chief  Executive
                                   Officer


<PAGE>

                                                  Exhibit  23.1
                                                  -------------

CONSENT  OF  ERNST  &  YOUNG  LLP,  INDEPENDENT  AUDITORS

We  consent  to  the  incorporation by reference in the Registration Statement
(Form  S-8)  pertaining to the 1991 Stock Plan of Incyte Pharmaceuticals, Inc.
of our report dated January 12, 1998, except for "Principles of Consolidation"
in  Note 1 and paragraph 3 of Note 7 as to which the date is January 22, 1998,
with  respect  to  the  consolidated  financial  statements  of  Incyte
Pharmaceuticals,  Inc.  included  in its Current Report on Form 8-K dated June
12,  1998, for the year ended December 31, 1997, filed with the Securities and
Exchange  Commission.


                                             /s/  ERNST  &  YOUNG  LLP


Palo  Alto,  California
September  2,  1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13328}]
{"company-data": {"conformed-name": "INCYTE PHARMACEUTICALS INC", "cik": "0000879169", "assigned-sic": "8731", "irs-number": "943136539", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63069", "film-number": "98705848"}, "business-address": {"street1": "3174 PORTER DR", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "6508550555"}, "mail-address": {"street1": "3174 PORTER DRIVE", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
As  filed  with  the  Securities  and Exchange Commission on September 9,1998.

Registration  No.  333-

SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.C.  20549

FORM  S-8

REGISTRATION  STATEMENT
UNDER
THE  SECURITIES  ACT  OF  1933

INCYTE  PHARMACEUTICALS,  INC.
----------------------------------------
(Exact  name  of  registrant  as  specified  in  its  charter)

Delaware                                        94-3136539
______________________________          ________________________________
(State  or  other  jurisdiction  of          (I.R.S.  Employer
incorporation  or  organization)          Identification  No.)

3174  Porter  Drive        
Palo  Alto,  California                                   94304
________________________________         ________________________________
(Address  of  Principal  Executive  Offices)          (Zip  Code)

1991  STOCK  PLAN  OF  INCYTE  PHARMACEUTICALS,  INC.
________________________________________________________
(Full  title  of  the  plan)

ROY  A.  WHITFIELD                                              Copy  to:
President  and  Chief  Executive  Officer          STANTON  D. WONG, ESQ.
Incyte  Pharmaceuticals,  Inc.          Pillsbury  Madison  &  Sutro  LLP
3174  Porter  Drive                                       P.O.  Box  7880
Palo  Alto,  California  94304                 San  Francisco,  CA  94120
(415)  855-0555                                           (415)  983-1000
____________________________                 ____________________________
(Name,  address  and  telephone  number,
including  area  code,  of  agent  for  service)

CALCULATION  OF  REGISTRATION  FEE
Title of. . . .  Amount        Proposed Maximum  Proposed           Amount of
Securities To .  To Be         Offering Price    Maximum Aggregate  Registration
Be Registered .  Registered(1) per Share(2)      Offering Price(2)  Fee		

Common Stock, .  1,500,000
 .001 par value   shares        $19.25            $28,875,000         $8518.13
(1)   Calculated  pursuant  to  General  Instruction  E  to  Form  S-8.

(2)   Estimated solely for the purpose of calculating the registration fee
pursuant  to  Rule  457(c),  based  upon the average of the high and low sales
prices  of  the  Company's  Common  Stock  on  the  Nasdaq  National Market on
September  4,  1998.
     _________________

     The  Registration  Statement  shall  become  effective  upon  filing  in
accordance  with  Rule  462  under  the  Securities  Act  of  1933.

INFORMATION  REQUIRED  PURSUANT
-------------------------------
TO  GENERAL  INSTRUCTION  E  TO  FORM  S-8
------------------------------------------

GENERAL  INSTRUCTION  E  INFORMATION

     This  Registration Statement is being filed for the purpose of increasing
the  number  of  securities  of the same class as other securities for which a
Registration  Statement  of  the  Registrant  on Form S-8 relating to the same
employee  benefit  plan  is  effective.

     Registrant's  Form  S-8 Registration Statements filed with the Securities
and Exchange Commission on July 16, 1997 (File No. 333-31413), October 4, 1996
(File  No. 333-13449), June 20, 1995 (File No. 33-93666) and on March 10, 1994
(File  No.  33-76344)  are  hereby  incorporated  by  reference.

Part  II

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents  previously  filed  by  Registrant  with  the
Commission  are  hereby  incorporated  by  reference  in  this  Registration
Statement:

     (1)        Registrant's Annual Report on Form 10-K (File No. 0-27488) for
the  fiscal  year  ended  December  31,  1997;

     (2)        Registrant's Quarterly Reports on Form 10-Q (File No. 0-27488)
for  the  quarters  ended  March  31,  1998  and  June  30,  1998;

     (3)          Registrant's  Current Report on Form 8-K, as amended on Form
8-K/A,  dated  January  22,  1998;

     (4)         Registrant's Current Reports on Form 8-K dated June 12, 1998,
August  17,  1998  and  September  2,  1998  (File  No.  0-27488);

     (5)         The description of the Common Stock contained in Registrant's
Registration  Statement  on Form 8-A filed January 5, 1996 (File No. 0-27488).

     In  addition,  all documents subsequently filed by Registrant pursuant to
Section  13(a),  13(c),  14  or 15(d) of the Exchange Act of 1934 prior to the
filing  of  a  post-effective  amendment  which  indicates that all securities
offered  have  been  sold  or  which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement  and to be a part hereof from the date of filing of such documents.
EXHIBITS
--------
Exhibit
Number.  Exhibit
-------  --------                                           

5.1      Opinion of Pillsbury Madison & Sutro LLP.

10.18    1998 Amendment to the 1991 Stock Plan

23.1     Consent of Ernst & Young LLP,
         independent Auditors.

23.2     Consent of Pillsbury Madison &
         Sutro LLP (included in Exhibit 5.1).
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,
there-unto duly authorized, in the City of Palo Alto, State of California, on
September  2,  1998.

     INCYTE  PHARMACEUTICALS,  INC.

     By   /s/  ROY  A.  WHITFIELD
         -----------------------------------------------
          Roy  A.  Whitfield
          Chief  Executive  Officer
   (Principal  Executive  Officer)

POWER  OF  ATTORNEY
-------------------

     KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes and appoints Roy A. Whitfield and Randal W. Scott, and each
of  them,  his  true  and  lawful attorneys-in-fact and agents, each with full
power  of substitution and resubstitution, for him and in his name, place and
stead,  in  any  and all capacities, to sign any and all amendments, including
post-effective  amendments, to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the  Securities  and  Exchange Commission granting unto said attorneys-in-fact
and  agents, and each of them, full power and authority to do and perform each
and  every  act  and thing requisite and necessary to be done, as fully to all
intents  and  purposes as he might or could do in person, hereby ratifying and
confirming  all  that  said attorneys-in-fact and agents, or his substitute or
substitutes,  may  do  or  cause  to  be  done  by  virtue  hereof.

     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/ ROY A. WHITFIELD      Chief Executive Officer         September 2, 1998
-------------------------  (Principal Executive Officer)                                                 
  Roy A. Whitfield 		and Director
                           

 /s/ DENISE M. GILBERT     Executive Vice President,       September 2, 1998
-------------------------  Finance and 
  Denise M. Gilbert        Chief Financial Officer
                           (Principal Financial Officer)
                           

 /s/ WILLIAM DELANEY       Corporate Controller            September 2, 1998
-------------------------  (Principal Accounting Officer)                                                 
  William Delaney          

 /s/ JEFFREY J. COLLINSON  Chairman of the Board           September 2, 1998
-------------------------                                                   
  Jeffrey J. Collinson

 /s/ RANDAL W. SCOTT       Director                        September 2, 1998
-------------------------                                                   
  Randal W. Scott

 /s/ BARRY M. BLOOM        Director                        September 2, 1998
-------------------------                                                   
  Barry M. Bloom

 /s/ FREDERICK B. CRAVES   Director                        September 2, 1998
-------------------------                                                   
     Frederick B. Craves

 /s/ JON S. SAXE           Director                        September 2, 1998
-------------------------                                                   
  Jon S. Saxe
INDEX  TO  EXHIBITS
-------------------
Exhibit
Number.  	Exhibit
-------  	-------                                           

             5.1  		Opinion of Pillsbury Madison & Sutro LLP.

             10.18  		1998 Amendment to the 1991 Stock Plan.

             23.1  		Consent of Ernst & Young LLP,
                  		Independent Auditors.

             23.2  		Consent of Pillsbury Madison &
                  		Sutro LLP (included in Exhibit 5.1).
EXHIBIT  5.1
------------

{PILLSBURY  MADISON  &  SUTRO  LLP  LETTERHEAD]

September  2,  1998

Incyte  Pharmaceuticals,  Inc.
3174  Porter  Drive
Palo  Alto,  CA  94304

Re:      Registration  Statement  on  Form  S-8

Ladies  and  Gentlemen:

     With  reference  to the Registration Statement on Form S-8 to be filed
by  Incyte Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with
the  Securities  and  Exchange  Commission  under  the Securities Act of 1933,
relating  to 1,500,000 shares of the Company's Common Stock issuable pursuant
to  the  Company's  1991  Stock Plan, as amended (the "Stock Plan"), it is our
opinion  that  such shares of the Common Stock of the Company, when issued and
sold  in  accordance with the Stock Plan, will be duly authorized and legally
issued  and  are  fully  paid  and  nonassessable.

     We  hereby  consent to the filing of this opinion with the Securities and
Exchange  Commission  as  Exhibit  5.1  to  the  Registration  Statement.

          Very  truly  yours,

          /s/  PILLSBURY  MADISON  &  SUTRO  LLP
Exhibit  10.18
                                                  --------------
1998  AMENDMENT  TO  THE
------------------------

1991  STOCK  PLAN
-----------------

OF  INCYTE  PHARMACEUTICALS,  INC.
----------------------------------

     THIS AMENDMENT amends the 1991 Stock Plan of Incyte Pharmaceuticals, Inc.
(the  "Company"),  as  last  amended as of July 16, 1997 (the "Plan").  Unless
specifically  otherwise  defined, each term used herein shall have the meaning
assigned  to  such  term  in  the  Plan.

W  I  T  N  E  S  S  E  T  H:

     WHEREAS,  the  Board  of  Directors has determined that it is in the best
interest  of  the  Company  to amend the Plan to increase the number of shares
authorized  for  issuance  thereunder:

     NOW  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

     1.   Stock  Subject  to  the  Plan.
          -----------------------------

     1.1  Section  5, paragraph (a) of the Plan shall be amended by deleting
the  second  sentence  and  replacing  it  with  the  following:

          "The  aggregate  number of Shares which may be issued under the Plan
(upon  exercise of Options or other rights to acquire Shares) shall not exceed
6,300,000  Shares,  subject  to  adjustment  pursuant  to  Section  9."

     2.   Date of Amendment.  To record the adoption of this Amendment to
          -----------------
the Plan by the Board of Directors as of April 7, 1998 and the approval by the
stockholders  of  this  Amendment on June 15, 1998, the Company has caused its
authorized  officer  to  execute  the  same.

                              INCYTE  PHARMACEUTICALS,  INC.

                              By    /s/  ROY  A.  WHITFIELD
                                  -------------------------
                                  President  and  Chief  Executive
                                   Officer
Exhibit  23.1
                                                  -------------

CONSENT  OF  ERNST  &  YOUNG  LLP,  INDEPENDENT  AUDITORS

We  consent  to  the  incorporation by reference in the Registration Statement
(Form  S-8)  pertaining to the 1991 Stock Plan of Incyte Pharmaceuticals, Inc.
of our report dated January 12, 1998, except for "Principles of Consolidation"
in  Note 1 and paragraph 3 of Note 7 as to which the date is January 22, 1998,
with  respect  to  the  consolidated  financial  statements  of  Incyte
Pharmaceuticals,  Inc.  included  in its Current Report on Form 8-K dated June
12,  1998, for the year ended December 31, 1997, filed with the Securities and
Exchange  Commission.

                                             /s/  ERNST  &  YOUNG  LLP

Palo  Alto,  California
September  2,  1998