Registration No. 333-________
     As filed with the Securities and Exchange Commission on August 31, 1998


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                             LASERSIGHT INCORPORATED
             (Exact name of registrant as specified in its charter)

             Delaware                                      65-0273162
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                    Identification Number)

                      3300 University Boulevard, Suite 140
                             Orlando, Florida 32792
                                 (407) 678-9900
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                             LASERSIGHT INCORPORATED
          Amended and Restated Non-Employee Directors Stock Option Plan
                              (Full Title of Plan)
                              --------------------

      Mr. Gregory L. Wilson                               Copy to:
     Chief Financial Officer                         Mark L. Dosier, Esq.
     LaserSight Incorporated                   Sonnenschein Nath & Rosenthal
3300 University Boulevard, Suite 140                 8000 Sears Tower
     Orlando, Florida 32792                       Chicago, Illinois 60606
      (407) 678-9900                                  (312) 876-8000
(Name, address, including zip code, and telephone
 number, including area code, of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

  Title of Each Class                                                           Proposed Maximum           
  of Securities to be      Amount to be       Proposed Maximum Offering         Aggregate Offering           Amount of      
      Registered          Registered (1)       Price per Share(2)                   Price (2             Registration Fee           
      ----------          --------------       ------------------                   --------             ----------------           

<S>           <C>             <C>                       <C>                        <C>                       <C>    
Common Stock, $.001           100,000                   $4.70                      $470,000                  $138.65
  par value(3)........        shares

(1) In the  event of a stock  split,  stock  dividend,  or  similar  transaction
involving  the Common Stock of the Company,  in order to prevent  dilution,  the
number of  shares  of Common  Stock  registered  hereby  shall be  automatically
increased to cover the additional shares of Common Stock in accordance with Rule
416.

(2) Estimated solely for purpose of calculating the registration fee pursuant to
Rules  457(h)(1) and 457(c) under the Securities Act of 1933, as amended.  Based
on the average  high and low prices  reported for the Common Stock on The Nasdaq
Stock Market on August 28, 1998.

(3) Includes the associated  preferred  stock purchase  rights (the "Rights") to
purchase  one  one-thousandth  of a  share  of  Series  E  Junior  Participating
Preferred  Stock. The Rights initially are attached to and trade with the Common
Stock of the  Registrant.  The value  attributable  to such  Rights,  if any, is
reflected in the offering price of the Common Stock.

</TABLE>
<PAGE>


                                EXPLANATORY NOTE

         This  Registration  Statement  on Form S-8  ("Registration  Statement")
registers 100,000  additional shares of common stock of LaserSight  Incorporated
(the "Company"),  par value $.001 per share,  including the associated preferred
stock purchase rights issued pursuant to the Rights Agreement,  dated as of July
2, 1998,  between the Company and American Stock  Transfer & Trust  Company,  as
Rights Agent (the "Common Stock"), for issuance pursuant to awards granted under
the Company's Amended and Restated Non-Employee  Directors Stock Option Plan. As
permitted  by General  Instruction  E to Form S-8,  the  contents  of an earlier
Registration  Statement  on Form S-8 in  respect of the  Company's  Non-Employee
Directors  Stock  Option  Plan,  as  filed  with  the  Securities  and  Exchange
Commission (the "Commission") on November 26, 1996,  Registration No. 333-16817,
are hereby  incorporated  herein by  reference,  except as otherwise  updated or
modified by this Registration Statement.


<PAGE>

                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

         The following  documents filed with the Commission by the Company (File
No. 0-19671) are incorporated in this Registration Statement by reference:

  1.     Annual  Report on Form 10-K for the year ended  December 31,  1997,  as
         amended by a Form 10-K/A filed on April 29, 1998;

  2.     Quarterly  Reports on Form 10-Q for the  quarters  ended March 31, 1998
         and June 30,  1998,  as amended by the Form 10-Q/A  filed on August 19,
         1998;

  3.     Current Reports on Form 8-K filed on January 2, January 14, January 20,
         January 22,  February  17,  February  27, March 13, March 16, March 18,
         June 8, June 16, June 25, July 8, and August 4, 1998; and

  4.     The  description  of  the  Common  Stock  contained  in  the  Company's
         Registration  Statement on Form S-3, as amended,  (Reg. No.  333-59369)
         initially filed with the Commission on July 17, 1998.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  which  indicates  that  all  securities
registered  hereunder have been sold or which  deregisters all of the securities
offered then  remaining  unsold,  shall be deemed to be  incorporated  herein by
reference and to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware  General  Corporation  Law ("DGCL"),  inter
     alia, empowers a Delaware corporation to indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation or other enterprise,  against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including  attorneys'
fees)  actual  and  reasonably  incurred  in  connection  with  the  defense  or
settlement of any such threatened,  pending or completed action or suit by or in
the right of the  corporation if such person acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise  provides)  such  person  shall not have been  adjudged  liable to the
corporation.  Any such  indemnification  may be made only as  authorized in each
specific  case  upon  a  determination  by  the  shareholders  or  disinterested
directors  or  by   independent   legal  counsel  in  a  written   opinion  that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The Company's Certificate of Incorporation ("Charter") provides that
directors and officers shall be indemnified as described above in this paragraph
to the fullest extent permitted by the DGCL;  provided,  however,  that any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person shall be indemnified  only if such  proceeding (or part
thereof) was authorized by the board of directors of the Company.

                                      II-1

<PAGE>



         Section 145 further  authorizes a corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in such capacity,
or arising  out of his  status as such,  whether  or not the  corporation  would
otherwise have the power to indemnify him under Section 145.

         The Charter provides that, to the fullest extent permitted by the DGCL,
no  director  of the Company  shall be  personally  liable to the Company or its
stockholders for monetary damages for breach of fiduciary as a director. Section
102(b)(7) of the DGCL currently  provides that such  provisions do not eliminate
the liability of a director (i) for a breach of the  director's  duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section 174 of the DGCL  (relating to the  declaration  of dividends  and
purchase or  redemption  of shares in  violation  of the DGCL),  or (iv) for any
transaction from which the director derived an improper personal benefit.

         Reference is made to the Charter and By-laws  filed as Exhibits 4.1 and
4.2 hereto, respectively.

         The Company  maintains  directors'  and officers'  liability  insurance
policies  covering  certain  liabilities  of  persons  serving as  officers  and
directors and providing  reimbursement to the Company for its indemnification of
such persons.

Item 8:  Exhibits

         The exhibit index set forth on page II-4 of this Registration Statement
is hereby incorporated herein by reference.

                                      II-2



<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  filed  on  its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Orlando,  State of Florida, this 31st day of August,
1998.

                                                    LASERSIGHT INCORPORATED

                                      By:  /s/ Gregory L. Wilson
                                          --------------------------------------

                                      Gregory L. Wilson, Chief Financial Officer

         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 dates indicated.


/s/ Michael R. Farris*                                           August 31, 1998
------------------------------------------------
Michael R. Farris, President, Chief Executive
Officer, and Director

/s/ Francis E. O'Donnell, Jr., M.D.*                             August 31, 1998
------------------------------------------------- 
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director

/s/ J. Richard Crowley*                                          August 31, 1998
-------------------------------------------------
J. Richard Crowley, Director

/s/ Terry A. Fuller, Ph.D.*                                      August 31, 1998
-------------------------------------------------
Terry A. Fuller, Ph.D., Director

/s/ Gary F. Jonas*                                               August 31, 1998
-------------------------------------------------
Gary F. Jonas, Director

/s/ Richard C. Lutzy*                                            August 31, 1998
-------------------------------------------------
Richard C. Lutzy, Director

/s/ David T. Pieroni*                                            August 31, 1998
------------------------------------------------
David T. Pieroni, Director

/s/ Thomas Quinn*                                                August 31, 1998
------------------------------------------------
Thomas Quinn, Director

/s/ Juliet Tammenoms Bakker*                                     August 31, 1998
------------------------------------------------
Juliet Tammenoms Bakker, Director

/s/ Gregory L. Wilson                                            August 31, 1998
------------------------------------------------
Gregory L. Wilson, Chief Financial Officer
(Principal financial and accounting officer)
         ___________________

*/   By: /s/ Gregory L. Wilson
`    ----------------------------------------
     (Gregory L. Wilson, as Attorney-in-Fact)

                                      II-3
                               


<PAGE>



                                INDEX TO EXHIBITS

Exhibit
 No.                               Description

 4.1 Certificate of Incorporation (incorporated by reference to Exhibit 1 to the
     Form 8-A/A (Amendment No. 4) filed by the Company on June 25, 1998).
 4.2 By-laws (incorporated by reference to Exhibit 3 to the Company's Annual
     Report on Form 10-K for the fiscal year ending  December  31, 1992 filed by
     the Company on March 31, 1993).
 4.3 Rights Agreement, dated as of July 2, 1998, between LaserSight Incorporated
     and  American  Stock  Transfer  & Trust  Company,  as Rights  Agent,  which
     includes (i) as Exhibit A thereto the form of Certificate of Designation of
     the  Series E Junior  Participating  Preferred  Stock,  (ii) as  Exhibit  B
     thereto the form of Right certificate (separate certificates for the Rights
     will not be issued until after the Distribution  Date) and (iii) as Exhibit
     C thereto the Summary of Stockholder  Rights  Agreement.  (incorporated  by
     reference  to Exhibit  99.1 to the Form 8-K filed by the Company on July 8,
     1998).
 5.1 Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of KPMG Peat  Marwick  LLP.
23.2 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1).
24.1 Powers of Attorney.

                                      II-4
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - DIRECTORS PLAN", "secsgml_size_bytes": 15114}]
{"company-data": {"conformed-name": "LASERSIGHT INC /DE", "cik": "0000879301", "assigned-sic": "3845", "irs-number": "650273162", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62587", "film-number": "98701801"}, "business-address": {"street1": "3300 UNIVERSITY BLVD", "street2": "SUITE 140", "city": "ORLANDO", "state": "FL", "zip": "32792", "phone": "4076789900"}, "mail-address": {"street1": "3300 UNIVERSITY BLVD", "street2": "SUITE 140", "city": "ORLANDO", "state": "FL", "zip": "32792"}}
Registration No. 333-________
     As filed with the Securities and Exchange Commission on August 31, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             LASERSIGHT INCORPORATED
             (Exact name of registrant as specified in its charter)

             Delaware                                      65-0273162
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                    Identification Number)

                      3300 University Boulevard, Suite 140
                             Orlando, Florida 32792
                                 (407) 678-9900
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                             LASERSIGHT INCORPORATED
          Amended and Restated Non-Employee Directors Stock Option Plan
                              (Full Title of Plan)
                              --------------------

      Mr. Gregory L. Wilson                               Copy to:
     Chief Financial Officer                         Mark L. Dosier, Esq.
     LaserSight Incorporated                   Sonnenschein Nath & Rosenthal
3300 University Boulevard, Suite 140                 8000 Sears Tower
     Orlando, Florida 32792                       Chicago, Illinois 60606
      (407) 678-9900                                  (312) 876-8000
(Name, address, including zip code, and telephone
 number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

  Title of Each Class                                                           Proposed Maximum           
  of Securities to be      Amount to be       Proposed Maximum Offering         Aggregate Offering           Amount of      
      Registered          Registered (1)       Price per Share(2)                   Price (2             Registration Fee           
      ----------          --------------       ------------------                   --------             ----------------
Common Stock, $.001           100,000                   $4.70                      $470,000                  $138.65
  par value(3)........        shares

(1) In the  event of a stock  split,  stock  dividend,  or  similar  transaction
involving  the Common Stock of the Company,  in order to prevent  dilution,  the
number of  shares  of Common  Stock  registered  hereby  shall be  automatically
increased to cover the additional shares of Common Stock in accordance with Rule
416.

(2) Estimated solely for purpose of calculating the registration fee pursuant to
Rules  457(h)(1) and 457(c) under the Securities Act of 1933, as amended.  Based
on the average  high and low prices  reported for the Common Stock on The Nasdaq
Stock Market on August 28, 1998.

(3) Includes the associated  preferred  stock purchase  rights (the "Rights") to
purchase  one  one-thousandth  of a  share  of  Series  E  Junior  Participating
Preferred  Stock. The Rights initially are attached to and trade with the Common
Stock of the  Registrant.  The value  attributable  to such  Rights,  if any, is
reflected in the offering price of the Common Stock.
EXPLANATORY NOTE

         This  Registration  Statement  on Form S-8  ("Registration  Statement")
registers 100,000  additional shares of common stock of LaserSight  Incorporated
(the "Company"),  par value $.001 per share,  including the associated preferred
stock purchase rights issued pursuant to the Rights Agreement,  dated as of July
2, 1998,  between the Company and American Stock  Transfer & Trust  Company,  as
Rights Agent (the "Common Stock"), for issuance pursuant to awards granted under
the Company's Amended and Restated Non-Employee  Directors Stock Option Plan. As
permitted  by General  Instruction  E to Form S-8,  the  contents  of an earlier
Registration  Statement  on Form S-8 in  respect of the  Company's  Non-Employee
Directors  Stock  Option  Plan,  as  filed  with  the  Securities  and  Exchange
Commission (the "Commission") on November 26, 1996,  Registration No. 333-16817,
are hereby  incorporated  herein by  reference,  except as otherwise  updated or
modified by this Registration Statement.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

         The following  documents filed with the Commission by the Company (File
No. 0-19671) are incorporated in this Registration Statement by reference:

  1.     Annual  Report on Form 10-K for the year ended  December 31,  1997,  as
         amended by a Form 10-K/A filed on April 29, 1998;

  2.     Quarterly  Reports on Form 10-Q for the  quarters  ended March 31, 1998
         and June 30,  1998,  as amended by the Form 10-Q/A  filed on August 19,
         1998;

  3.     Current Reports on Form 8-K filed on January 2, January 14, January 20,
         January 22,  February  17,  February  27, March 13, March 16, March 18,
         June 8, June 16, June 25, July 8, and August 4, 1998; and

  4.     The  description  of  the  Common  Stock  contained  in  the  Company's
         Registration  Statement on Form S-3, as amended,  (Reg. No.  333-59369)
         initially filed with the Commission on July 17, 1998.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  which  indicates  that  all  securities
registered  hereunder have been sold or which  deregisters all of the securities
offered then  remaining  unsold,  shall be deemed to be  incorporated  herein by
reference and to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware  General  Corporation  Law ("DGCL"),  inter
     alia, empowers a Delaware corporation to indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation or other enterprise,  against expenses (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including  attorneys'
fees)  actual  and  reasonably  incurred  in  connection  with  the  defense  or
settlement of any such threatened,  pending or completed action or suit by or in
the right of the  corporation if such person acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise  provides)  such  person  shall not have been  adjudged  liable to the
corporation.  Any such  indemnification  may be made only as  authorized in each
specific  case  upon  a  determination  by  the  shareholders  or  disinterested
directors  or  by   independent   legal  counsel  in  a  written   opinion  that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The Company's Certificate of Incorporation ("Charter") provides that
directors and officers shall be indemnified as described above in this paragraph
to the fullest extent permitted by the DGCL;  provided,  however,  that any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person shall be indemnified  only if such  proceeding (or part
thereof) was authorized by the board of directors of the Company.

                                      II-1
Section 145 further  authorizes a corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in such capacity,
or arising  out of his  status as such,  whether  or not the  corporation  would
otherwise have the power to indemnify him under Section 145.

         The Charter provides that, to the fullest extent permitted by the DGCL,
no  director  of the Company  shall be  personally  liable to the Company or its
stockholders for monetary damages for breach of fiduciary as a director. Section
102(b)(7) of the DGCL currently  provides that such  provisions do not eliminate
the liability of a director (i) for a breach of the  director's  duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section 174 of the DGCL  (relating to the  declaration  of dividends  and
purchase or  redemption  of shares in  violation  of the DGCL),  or (iv) for any
transaction from which the director derived an improper personal benefit.

         Reference is made to the Charter and By-laws  filed as Exhibits 4.1 and
4.2 hereto, respectively.

         The Company  maintains  directors'  and officers'  liability  insurance
policies  covering  certain  liabilities  of  persons  serving as  officers  and
directors and providing  reimbursement to the Company for its indemnification of
such persons.

Item 8:  Exhibits

         The exhibit index set forth on page II-4 of this Registration Statement
is hereby incorporated herein by reference.

                                      II-2
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  filed  on  its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Orlando,  State of Florida, this 31st day of August,
1998.

                                                    LASERSIGHT INCORPORATED

                                      By:  /s/ Gregory L. Wilson
                                          --------------------------------------

                                      Gregory L. Wilson, Chief Financial Officer

         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 dates indicated.

/s/ Michael R. Farris*                                           August 31, 1998
------------------------------------------------
Michael R. Farris, President, Chief Executive
Officer, and Director

/s/ Francis E. O'Donnell, Jr., M.D.*                             August 31, 1998
------------------------------------------------- 
Francis E. O'Donnell, Jr., M.D., Chairman of the
Board and Director

/s/ J. Richard Crowley*                                          August 31, 1998
-------------------------------------------------
J. Richard Crowley, Director

/s/ Terry A. Fuller, Ph.D.*                                      August 31, 1998
-------------------------------------------------
Terry A. Fuller, Ph.D., Director

/s/ Gary F. Jonas*                                               August 31, 1998
-------------------------------------------------
Gary F. Jonas, Director

/s/ Richard C. Lutzy*                                            August 31, 1998
-------------------------------------------------
Richard C. Lutzy, Director

/s/ David T. Pieroni*                                            August 31, 1998
------------------------------------------------
David T. Pieroni, Director

/s/ Thomas Quinn*                                                August 31, 1998
------------------------------------------------
Thomas Quinn, Director

/s/ Juliet Tammenoms Bakker*                                     August 31, 1998
------------------------------------------------
Juliet Tammenoms Bakker, Director

/s/ Gregory L. Wilson                                            August 31, 1998
------------------------------------------------
Gregory L. Wilson, Chief Financial Officer
(Principal financial and accounting officer)
         ___________________

*/   By: /s/ Gregory L. Wilson
`    ----------------------------------------
     (Gregory L. Wilson, as Attorney-in-Fact)

                                      II-3
INDEX TO EXHIBITS

Exhibit
 No.                               Description

 4.1 Certificate of Incorporation (incorporated by reference to Exhibit 1 to the
     Form 8-A/A (Amendment No. 4) filed by the Company on June 25, 1998).
 4.2 By-laws (incorporated by reference to Exhibit 3 to the Company's Annual
     Report on Form 10-K for the fiscal year ending  December  31, 1992 filed by
     the Company on March 31, 1993).
 4.3 Rights Agreement, dated as of July 2, 1998, between LaserSight Incorporated
     and  American  Stock  Transfer  & Trust  Company,  as Rights  Agent,  which
     includes (i) as Exhibit A thereto the form of Certificate of Designation of
     the  Series E Junior  Participating  Preferred  Stock,  (ii) as  Exhibit  B
     thereto the form of Right certificate (separate certificates for the Rights
     will not be issued until after the Distribution  Date) and (iii) as Exhibit
     C thereto the Summary of Stockholder  Rights  Agreement.  (incorporated  by
     reference  to Exhibit  99.1 to the Form 8-K filed by the Company on July 8,
     1998).
 5.1 Opinion of Sonnenschein Nath & Rosenthal.
23.1 Consent of KPMG Peat  Marwick  LLP.
23.2 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1).
24.1 Powers of Attorney.

                                      II-4