As filed with the Securities and Exchange Commission on July 25, 1996
                                             Registration No. 333-
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        ______________________
                                   
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                        ______________________
                                   
                ADVANCED TECHNOLOGY LABORATORIES, INC.
        (Exact name of Registrant as specified in its charter)
                                   
            Washington                         91-1353386
 (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                  No.)
                                   
                     22100 Bothell Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
     (Address of principal executive offices, including zip code)
                                   
                               
         AMENDED 1992 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                                   
                               
       AMENDED 1992 OPTION, STOCK APPRECIATION RIGHT, RESTRICTED
            STOCK, STOCK GRANT AND PERFORMANCE UNIT PLAN
                                   
                               
            AMENDED NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                                    
                                     
     AMENDED AND RESTATED INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
                       (Full title of the plan)
                                                               
                                   
                         W. BRINTON YORKS, Jr.
             Vice President, General Counsel and Secretary
                ADVANCED TECHNOLOGY LABORATORIES, INC.
                     22100 Bothell-Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
                            (206) 487-7000
     (Name, address and telephone number, including area code, of
                          agent for service)
                                   
                          __________________
                                
                                   
                    CALCULATION OF REGISTRATION FEE
                                   
  Title of                  Proposed        Proposed       
 Securities                  Maximum        Maximum        Amount   
   to Be      Number to     Offering        Aggregate        of
 Registered       be        Price Per       Offering      Registra-
 Registered   Registered     Share(1)        Price(1)     tion Fee
 ----------   ----------    ---------       ---------     --------
Common        1,025,000(2)   $33.0625      $33,889,062    $11,685.88
Stock, par                                         
value $.01
per Share

(1)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(h).  The price per share is estimated to
     be $33.0625 based on the average of the high and low  prices for
     the Common Stock in the over-the-counter market on July 23, 1996
     as reported on the Nasdaq National Market.

(2)  Of this number, 70,000 are being registered for issuance pursuant
     to the Amended 1992 Nonofficer Employee Stock Option Plan,
     550,000 are being registered for issuance pursuant to the Amended
     1992 Option, Stock Appreciation Right, Restricted Stock, Stock
     Grant And Performance Unit Plan, 55,000 are being registered for
     issuance pursuant to the Amended Nonemployee Director Stock
     Option Plan and 350,000 are being registered for issuance
     pursuant to the Amended and Restated Incentive Savings and Stock
     Ownership Plan.  In addition to this number of shares, an
     indeterminate number of additional shares which may be necessary
     to adjust the number of shares reserved for issuance pursuant to
     such plans as the result of any future stock split, stock
     dividend or similar adjustment of the outstanding Common Stock of
     the Registrant.
                                   
                            
                      Exhibit Index is on page 6
  
                                   1
<PAGE>
                            
            REGISTRATION OF ADDITIONAL SECURITIES
     
     Pursuant to General Instruction E, this registration
statement on Form S-8 is filed by Advanced Technology
Laboratories, Inc. (the "Registrant") to register additional
securities under the Plans described in Registration
Statement Nos. 33-38217, 33-47967, 33-54757, 33-59914, 33-
61807 and 33-66298 (including post-effective Amendment No.1
thereto (the "Post-Effective Amendment")) to be issued
pursuant to an amendment to the Plans approved by the
Registrant's Board of Directors on February 22, 1996 and May
8, 1996, and by the Registrant's Shareholders on May 8,
1996.  Portions of Registration Statement Nos. 33-38217, 33-
47967, 33-54757, 33-59914, 33-61807, 33-66298 and the Post-
Effective Amendment are incorporated herein by reference.
                              
                           PART II
                              
       INFORMATION REQUIRED IN REGISTRATION STATEMENT
                              
                              

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 filed on March 31, 1996;
          
          (b)  All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual Report
referred to in (a) above;
          
          (c)  The description of the Registrant's Common
Stock contained in the Current Report on Form 8-K filed on
January 11, 1996; and

          (d)  The description of the Registrant's Common
Stock contained in the Registration Statement on Form 10
(Registration No. 0-15160) filed with the Commission on
November 12, 1986 under Section 12(g) of the Exchange Act,
and any amendment or report filed for the purpose of
updating such description.
          
     All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof, and prior to the filing of a post-
effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold, shall also
be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

Item 4.        Not Applicable

Item 5.        Not Applicable

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Incorporated herein by reference to the Post-Effective
Amendment on Form S-8, filed with the Commission on August
11, 1995 under Registration Statement No. 33-54757.

Item 7.        Not Applicable

                                2
<PAGE>

Item 8.  EXHIBITS
 
Exhibit                        
Number                   Description
- -------   ---------------------------------------       
5.1       Opinion of Bogle & Gates P.L.L.C.
          
10.1      Amended 1992 Nonofficer Employee Stock
          Option Plan
          
10.2      Amended 1992 Option, Stock Appreciation
          Right, Restricted Stock, Stock Grant And
          Performance Unit Plan
          
10.3      Amended Nonemployee Director Stock Option
          Plan
          
10.4      Amended and Restated Incentive Savings and
          Stock Ownership Plan
          
23.1      Consent of KPMG Peat Marwick LLP
          
23.2      Consent of Bogle & Gates P.L.L.C. (included
          in opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see signature page)

Item 9.  UNDERTAKINGS

A.    The undersigned 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:

          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

          (ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering  range may be
reflected in the form of prospectus filed with the
Commission pursuant to  Rule 424(b) if in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;

          (iii)     To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii)
above do not apply if the registration statement is on Form
S-8 or Form S-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     Undertakings pursuant to Regulation S-K Rule 512(b) and
(h) are incorporated by reference to Registration Statement
Nos. 33-38217, 33-47967, 33-54757, 33-59914, 33-61807, 33-
66298 and the Post-Effective Amendment.

                              3
<PAGE>

                         SIGNATURES


    The Registrant.  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
Bothell, State of Washington, on this 25th day of
July, 1996.

                              ADVANCED TECHNOLOGY
                              LABORATORIES, INC.

                                  /s/ Dennis C. Fill
                              By  ___________________
                                  Dennis C. Fill
                                  Chairman and Chief
                                  Executive Officer



    The Plan.  Solely with respect to the Registrant's
Incentive Savings and Stock Ownership Plan and pursuant to
the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan)
have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
the City of Bothell, State of Washington, on this 25th day
of July, 1996.


                              INCENTIVE SAVINGS AND
                              STOCK OWNERSHIP PLAN

                                  /s/ Harvey N. Gillis
                              By  ________________________
                                  Harvey N. Gillis, Senior
                                  Vice President
                                  and Chief Financial Officer


                      POWER OF ATTORNEY

    Each person whose signature appears below constitutes
and appoints Dennis C. Fill and W. Brinton Yorks, Jr., and
each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign
any amendments to the Registration Statements, and to file
the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their 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 on July 25, 1996.



           Signature            Title
                                
        /s/ Dennis C. Fill      Chairman of the Board, Chief
       -------------------      Executive Officer
        Dennis C. Fill         
                                
       /s/ Harvey N. Gillis     Senior Vice President, Chief
       --------------------     Financial Officer (Principal
       Harvey N. Gillis         Financial Officer)
                           
                                 4
<PAGE>
     
    /s/ Phillip M. Nudelman      Director
      ---------------------
  Phillip M. Nudelman, Ph.D.
                                
   /s/ Kirby L. Cramer           Director
     ----------------------
        Kirby L. Cramer
                                
   /s/ Harvey Feigenbaum         Director
     ----------------------
    Harvey Feigenbaum, M.D.
                                
   /s/ Eugene A. Larson          Director
     ----------------------
       Eugene A. Larson
                                
     /s/ John R. Miller          Director
     ----------------------
        John R. Miller
                                
      /s/ Harry Woolf            Director
     ----------------------
      Harry Woolf, Ph.D.
                                
  /s/ Richard S. Totorica        Vice President and Corporate
     ----------------------      Controller (Principal Accounting
      Richard S. Totorica        Officer)
                               
                                5
<PAGE>
                              
                              
                      INDEX TO EXHIBITS
                              
                                                      Sequentially
Exhibit                                                 Numbered
Number               Description                          Page
- -------   --------------------------------             ----------
5.1       Opinion of Bogle & Gates P.L.L.C.                7 
                                                            
10.1      Amended 1992 Nonofficer Employee Stock         8 - 21             
          Option Plan
                                                            
10.2      Amended 1992 Option, Stock Appreciation       22 - 37           
          Right, Restricted Stock, Stock Grant And
          Performance Unit Plan
                                                            
10.3      Amended Nonemployee Director Stock Option     38 - 41         
          Plan
                                                            
10.4      Amended and Restated Incentive Savings and    42 - 116        
          Stock Ownership Plan
                                                            
23.1      Consent of KPMG Peat Marwick LLP                117                  
                                                            
23.2      Consent of Bogle & Gates P.L.L.C.(included        
          in opinion filed as Exhibit 5.1)
                                                            
24.1      Power of Attorney (see signature page)            
                            
 
                              6                        
<PAGE>
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{"company-data": {"conformed-name": "ADVANCED TECHNOLOGY LABORATORIES INC", "cik": "0000806086", "assigned-sic": "3845", "irs-number": "911353386", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08881", "film-number": "96599146"}, "business-address": {"street1": "22100 BOTHELL EVERETT HWY SE", "street2": "PO BOX 3003", "city": "BOTHELL", "state": "WA", "zip": "98041-3003", "phone": "2064877000"}, "former-company": {"former-conformed-name": "ADVANCED TECHNOLOGY LABORATORIES INC/", "date-changed": "19930414"}}
As filed with the Securities and Exchange Commission on July 25, 1996
                                             Registration No. 333-
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        ______________________
                                   
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                        ______________________
                                   
                ADVANCED TECHNOLOGY LABORATORIES, INC.
        (Exact name of Registrant as specified in its charter)
                                   
            Washington                         91-1353386
 (State or other jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)                  No.)
                                   
                     22100 Bothell Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
     (Address of principal executive offices, including zip code)
                                   
                               
         AMENDED 1992 NONOFFICER EMPLOYEE STOCK OPTION PLAN
                                   
                               
       AMENDED 1992 OPTION, STOCK APPRECIATION RIGHT, RESTRICTED
            STOCK, STOCK GRANT AND PERFORMANCE UNIT PLAN
                                   
                               
            AMENDED NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                                    
                                     
     AMENDED AND RESTATED INCENTIVE SAVINGS AND STOCK OWNERSHIP PLAN
                       (Full title of the plan)
                                                               
                                   
                         W. BRINTON YORKS, Jr.
             Vice President, General Counsel and Secretary
                ADVANCED TECHNOLOGY LABORATORIES, INC.
                     22100 Bothell-Everett Highway
                             P.O. Box 3003
                        Bothell, WA 98041-3003
                            (206) 487-7000
     (Name, address and telephone number, including area code, of
                          agent for service)
                                   
                          __________________
                                
                                   
                    CALCULATION OF REGISTRATION FEE
                                   
  Title of                  Proposed        Proposed       
 Securities                  Maximum        Maximum        Amount   
   to Be      Number to     Offering        Aggregate        of
 Registered       be        Price Per       Offering      Registra-
 Registered   Registered     Share(1)        Price(1)     tion Fee
 ----------   ----------    ---------       ---------     --------
Common        1,025,000(2)   $33.0625      $33,889,062    $11,685.88
Stock, par                                         
value $.01
per Share

(1)  Estimated solely for the purpose of calculating the registration
     fee pursuant to Rule 457(h).  The price per share is estimated to
     be $33.0625 based on the average of the high and low  prices for
     the Common Stock in the over-the-counter market on July 23, 1996
     as reported on the Nasdaq National Market.

(2)  Of this number, 70,000 are being registered for issuance pursuant
     to the Amended 1992 Nonofficer Employee Stock Option Plan,
     550,000 are being registered for issuance pursuant to the Amended
     1992 Option, Stock Appreciation Right, Restricted Stock, Stock
     Grant And Performance Unit Plan, 55,000 are being registered for
     issuance pursuant to the Amended Nonemployee Director Stock
     Option Plan and 350,000 are being registered for issuance
     pursuant to the Amended and Restated Incentive Savings and Stock
     Ownership Plan.  In addition to this number of shares, an
     indeterminate number of additional shares which may be necessary
     to adjust the number of shares reserved for issuance pursuant to
     such plans as the result of any future stock split, stock
     dividend or similar adjustment of the outstanding Common Stock of
     the Registrant.
                                   
                            
                      Exhibit Index is on page 6
  
                                   1
REGISTRATION OF ADDITIONAL SECURITIES
     
     Pursuant to General Instruction E, this registration
statement on Form S-8 is filed by Advanced Technology
Laboratories, Inc. (the "Registrant") to register additional
securities under the Plans described in Registration
Statement Nos. 33-38217, 33-47967, 33-54757, 33-59914, 33-
61807 and 33-66298 (including post-effective Amendment No.1
thereto (the "Post-Effective Amendment")) to be issued
pursuant to an amendment to the Plans approved by the
Registrant's Board of Directors on February 22, 1996 and May
8, 1996, and by the Registrant's Shareholders on May 8,
1996.  Portions of Registration Statement Nos. 33-38217, 33-
47967, 33-54757, 33-59914, 33-61807, 33-66298 and the Post-
Effective Amendment are incorporated herein by reference.
                              
                           PART II
                              
       INFORMATION REQUIRED IN REGISTRATION STATEMENT
                              
                              

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 filed on March 31, 1996;
          
          (b)  All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Annual Report
referred to in (a) above;
          
          (c)  The description of the Registrant's Common
Stock contained in the Current Report on Form 8-K filed on
January 11, 1996; and

          (d)  The description of the Registrant's Common
Stock contained in the Registration Statement on Form 10
(Registration No. 0-15160) filed with the Commission on
November 12, 1986 under Section 12(g) of the Exchange Act,
and any amendment or report filed for the purpose of
updating such description.
          
     All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof, and prior to the filing of a post-
effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold, shall also
be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

Item 4.        Not Applicable

Item 5.        Not Applicable

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Incorporated herein by reference to the Post-Effective
Amendment on Form S-8, filed with the Commission on August
11, 1995 under Registration Statement No. 33-54757.

Item 7.        Not Applicable

                                2
Item 8.  EXHIBITS
 
Exhibit                        
Number                   Description
- -------   ---------------------------------------       
5.1       Opinion of Bogle & Gates P.L.L.C.
          
10.1      Amended 1992 Nonofficer Employee Stock
          Option Plan
          
10.2      Amended 1992 Option, Stock Appreciation
          Right, Restricted Stock, Stock Grant And
          Performance Unit Plan
          
10.3      Amended Nonemployee Director Stock Option
          Plan
          
10.4      Amended and Restated Incentive Savings and
          Stock Ownership Plan
          
23.1      Consent of KPMG Peat Marwick LLP
          
23.2      Consent of Bogle & Gates P.L.L.C. (included
          in opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see signature page)

Item 9.  UNDERTAKINGS

A.    The undersigned 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:

          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

          (ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering  range may be
reflected in the form of prospectus filed with the
Commission pursuant to  Rule 424(b) if in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;

          (iii)     To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii)
above do not apply if the registration statement is on Form
S-8 or Form S-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     Undertakings pursuant to Regulation S-K Rule 512(b) and
(h) are incorporated by reference to Registration Statement
Nos. 33-38217, 33-47967, 33-54757, 33-59914, 33-61807, 33-
66298 and the Post-Effective Amendment.

                              3
SIGNATURES

    The Registrant.  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
Bothell, State of Washington, on this 25th day of
July, 1996.

                              ADVANCED TECHNOLOGY
                              LABORATORIES, INC.

                                  /s/ Dennis C. Fill
                              By  ___________________
                                  Dennis C. Fill
                                  Chairman and Chief
                                  Executive Officer

    The Plan.  Solely with respect to the Registrant's
Incentive Savings and Stock Ownership Plan and pursuant to
the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan)
have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
the City of Bothell, State of Washington, on this 25th day
of July, 1996.

                              INCENTIVE SAVINGS AND
                              STOCK OWNERSHIP PLAN

                                  /s/ Harvey N. Gillis
                              By  ________________________
                                  Harvey N. Gillis, Senior
                                  Vice President
                                  and Chief Financial Officer

                      POWER OF ATTORNEY

    Each person whose signature appears below constitutes
and appoints Dennis C. Fill and W. Brinton Yorks, Jr., and
each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign
any amendments to the Registration Statements, and to file
the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their 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 on July 25, 1996.

           Signature            Title
                                
        /s/ Dennis C. Fill      Chairman of the Board, Chief
       -------------------      Executive Officer
        Dennis C. Fill         
                                
       /s/ Harvey N. Gillis     Senior Vice President, Chief
       --------------------     Financial Officer (Principal
       Harvey N. Gillis         Financial Officer)
                           
                                 4
/s/ Phillip M. Nudelman      Director
      ---------------------
  Phillip M. Nudelman, Ph.D.
                                
   /s/ Kirby L. Cramer           Director
     ----------------------
        Kirby L. Cramer
                                
   /s/ Harvey Feigenbaum         Director
     ----------------------
    Harvey Feigenbaum, M.D.
                                
   /s/ Eugene A. Larson          Director
     ----------------------
       Eugene A. Larson
                                
     /s/ John R. Miller          Director
     ----------------------
        John R. Miller
                                
      /s/ Harry Woolf            Director
     ----------------------
      Harry Woolf, Ph.D.
                                
  /s/ Richard S. Totorica        Vice President and Corporate
     ----------------------      Controller (Principal Accounting
      Richard S. Totorica        Officer)
                               
                                5
INDEX TO EXHIBITS
                              
                                                      Sequentially
Exhibit                                                 Numbered
Number               Description                          Page
- -------   --------------------------------             ----------
5.1       Opinion of Bogle & Gates P.L.L.C.                7 
                                                            
10.1      Amended 1992 Nonofficer Employee Stock         8 - 21             
          Option Plan
                                                            
10.2      Amended 1992 Option, Stock Appreciation       22 - 37           
          Right, Restricted Stock, Stock Grant And
          Performance Unit Plan
                                                            
10.3      Amended Nonemployee Director Stock Option     38 - 41         
          Plan
                                                            
10.4      Amended and Restated Incentive Savings and    42 - 116        
          Stock Ownership Plan
                                                            
23.1      Consent of KPMG Peat Marwick LLP                117                  
                                                            
23.2      Consent of Bogle & Gates P.L.L.C.(included        
          in opinion filed as Exhibit 5.1)
                                                            
24.1      Power of Attorney (see signature page)            
                            
 
                              6