As filed with the Securities and Exchange Commission on August 21, 2000
                                                  Registration No.  333-________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)



           Delaware                                                94-2925073
(State of Incorporation)                                      (I.R.S. Employer
                                                          Identification Number)


                       900 East Hamilton Avenue, Suite 250
                           Campbell, California 95008
                    (Address of principal executive offices)


                     Assumed Datum Telegraphic Inc. Options
                            (Full title of the plan)


                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394
            (Name, address and telephone number of agent for service)


                                    Copy to:

                                   Neil Wolff
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed      Proposed
   Title of                        Maximum       Maximum         Amount
  Securities          Amount       Offering     Aggregate          of
    to be             to be       Price Per      Offering      Registration
Registered (1)      Registered      Share         Price           Fee
----------------   -----------    ----------  ---------------   ----------
Common Stock,
$0.001 par value    40,701 (2)     $1.11 (2)   $45,178.11 (2)     $11.93
================   ===========    ==========  ===============   ==========

  (1)  Pursuant  to the  Acquisition  Agreement  dated as of July 21, 2000 among
       PMC-Sierra,  Inc.  ("PMC"),  600444 B.C.  Ltd.,  Datum  Telegraphic  Inc.
       ("Datum")  and State Street Bank and Trust Company of  California,  N.A.,
       PMC  assumed,  effective  as of July  21,  2000,  all of the  outstanding
       options to purchase  common  stock of Datum under the Datum stock  option
       agreements,  and such options became  exercisable  to purchase  shares of
       PMC's common stock, with appropriate  adjustments to the number of shares
       and exercise price of each assumed option.

  (2)  Options granted pursuant to stock option  agreements.  Estimated pursuant
       to Rule 457(h)(1)  under the  Securities Act of 1933, as amended,  solely
       for the purpose of calculating the  registration  fee. Based on the price
       per share at which the options may be exercised.

================================================================================


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

           (a) PMC's Form 10-K Annual Report for the fiscal year ended  December
           26, 1999, as amended;

           (b) PMC's Form 8-K dated June 30, 2000;

           (c) PMC's Registration Statement on Form S-4 dated July 20, 2000; and

           (d)  PMC's  Proxy   Statement   for  the  2000   Annual   Meeting  of
           Stockholders.

           The  description  of PMC's  Common  Stock  to be  offered  hereby  is
contained in the Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended on June 25, 2000 filed with the  Commission  pursuant to Section  13(a) of
the Exchange  Act,  including  any  amendment or report filed for the purpose of
updating such description.

           All documents  subsequently  filed by PMC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 part hereof from the date of filing such documents.

Item 4.    Description of Securities.
           -------------------------

           Not applicable.


Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

           Certain  legal matters with respect to the shares will be passed upon
by Wilson, Sonsini,  Goodrich & Rosati, a Professional  Corporation,  Palo Alto,
California.


Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  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.  This statute describes in detail the right of
PMC to indemnify any such person.

         PMC's Certificate of Incorporation  eliminates in certain circumstances
the  liability  of  directors  of PMC for  monetary  damages for breach of their
fiduciary duty as directors.  This provision does not eliminate the liability of
a  director  (i) for  breach of the  director's  duty of  loyalty  to PMC or its
stockholders,  (ii) for acts or  omissions  by the director not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption or (iv) for transactions  from which the director derived an improper
personal benefit.

<PAGE>

         PMC's  Certificate  of  Incorporation   also  provides   generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

         PMC has entered into indemnification agreements to such effect with its
officers and directors containing  provisions which are in some respects broader
than  the  specific   indemnification   provisions   contained  in  the  General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

         PMC believes that it is the position of the Commission  that insofar as
the  foregoing  provisions  may be invoked to  disclaim  liability  for  damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Security Act and are therefore unenforceable.

         PMC currently maintains an officers' and directors' liability insurance
policy which covers,  subject to the exclusions  and  limitations of the policy,
officers and directors of PMC against certain  liabilities which may be incurred
by them solely in such capacities.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

           Not applicable.

Item 8.    Exhibits.
           --------

         The Exhibits to this registration  statement are listed in the Index to
Exhibits on page 5.

Item 9.    Undertakings.
           ------------

           (a)    PMC 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.
<PAGE>

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

         (b) PMC  hereby  undertakes  that,  for  purposes  of  determining  any
liability  under the Securities Act, each filing of PMC's annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to 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 PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC 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 PMC 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  hereunder,  PMC 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.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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  Campbell,
California on this August 18, 2000.

                                        PMC-SIERRA, INC.

                                                    By:  /s/John W. Sullivan
                                                    ----------------------------
                                                    John W. Sullivan, Vice
                                                    President of Finance
                                                    and Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L. Bailey and John W.  Sullivan  his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all 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 substitute or substitutes, may do or cause to be
done by virtue hereof.

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


 Signature                         Title                                 Date
--------------------    --------------------------------------     -------------

                        President, Chief Executive Officer and   ---------------
--------------------    Chairman of the Board of Directors
(Robert L. Bailey)      (principal executive officer)


/s/JOHN W. SULLIVAN     Vice President of Finance and Chief
-------------------     Financial Officer (principal financial   August 18, 2000
(John W. Sullivan)      and accounting officer)


/s/JAMES V. DILLER      Director                                 August 18, 2000
------------------
(James V. Diller)


                        Director                                 ---------------
----------------------
(Alexandre Balkanski)


/s/FRANK J. MARSHALL    Director                                 August 18, 2000
--------------------
(Frank J. Marshall)


/s/L. COLIN BEAUMONT    Director                                 August 18, 2000
-------------------
(L. Colin Beaumont)



<PAGE>


                                INDEX TO EXHIBITS

Exhibit       Description
Number

  4.1     Datum Telegraphic Stock Option Agreement

  4.2     Datum Telegraphic Stock Option Grant Confirmation Letter

  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

 23.1     Consent of Deloitte & Touche LLP, Independent Auditors

 23.2     Consent of Counsel (Contained in Exhibit 5.1 above)

 24.1     Power of Attorney (see page II-4)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "PMC-SIERRA, INC FORM S-8", "secsgml_size_bytes": 15867}]
{"company-data": {"conformed-name": "PMC SIERRA INC", "cik": "0000767920", "assigned-sic": "3674", "irs-number": "942925073", "state-of-incorporation": "DE", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44212", "film-number": "707009"}, "business-address": {"street1": "250 900 EAST HAMILTON AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "6044156000"}, "mail-address": {"street1": "8555 BAXTER PLACE STE 105", "street2": "BURABURY BRITISH COLUMBIA", "city": "CANADA V5A 4V7", "state": "A1", "zip": "00000"}, "former-company": {"former-conformed-name": "SIERRA SEMICONDUCTOR CORP", "date-changed": "19950419"}}
As filed with the Securities and Exchange Commission on August 21, 2000
                                                  Registration No.  333-________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                                94-2925073
(State of Incorporation)                                      (I.R.S. Employer
                                                          Identification Number)

                       900 East Hamilton Avenue, Suite 250
                           Campbell, California 95008
                    (Address of principal executive offices)

                     Assumed Datum Telegraphic Inc. Options
                            (Full title of the plan)

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394
            (Name, address and telephone number of agent for service)

                                    Copy to:

                                   Neil Wolff
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed      Proposed
   Title of                        Maximum       Maximum         Amount
  Securities          Amount       Offering     Aggregate          of
    to be             to be       Price Per      Offering      Registration
Registered (1)      Registered      Share         Price           Fee
----------------   -----------    ----------  ---------------   ----------
Common Stock,
$0.001 par value    40,701 (2)     $1.11 (2)   $45,178.11 (2)     $11.93
================   ===========    ==========  ===============   ==========

  (1)  Pursuant  to the  Acquisition  Agreement  dated as of July 21, 2000 among
       PMC-Sierra,  Inc.  ("PMC"),  600444 B.C.  Ltd.,  Datum  Telegraphic  Inc.
       ("Datum")  and State Street Bank and Trust Company of  California,  N.A.,
       PMC  assumed,  effective  as of July  21,  2000,  all of the  outstanding
       options to purchase  common  stock of Datum under the Datum stock  option
       agreements,  and such options became  exercisable  to purchase  shares of
       PMC's common stock, with appropriate  adjustments to the number of shares
       and exercise price of each assumed option.

  (2)  Options granted pursuant to stock option  agreements.  Estimated pursuant
       to Rule 457(h)(1)  under the  Securities Act of 1933, as amended,  solely
       for the purpose of calculating the  registration  fee. Based on the price
       per share at which the options may be exercised.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
           ---------------------------------------

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

           (a) PMC's Form 10-K Annual Report for the fiscal year ended  December
           26, 1999, as amended;

           (b) PMC's Form 8-K dated June 30, 2000;

           (c) PMC's Registration Statement on Form S-4 dated July 20, 2000; and

           (d)  PMC's  Proxy   Statement   for  the  2000   Annual   Meeting  of
           Stockholders.

           The  description  of PMC's  Common  Stock  to be  offered  hereby  is
contained in the Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended on June 25, 2000 filed with the  Commission  pursuant to Section  13(a) of
the Exchange  Act,  including  any  amendment or report filed for the purpose of
updating such description.

           All documents  subsequently  filed by PMC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 part hereof from the date of filing such documents.

Item 4.    Description of Securities.
           -------------------------

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

           Certain  legal matters with respect to the shares will be passed upon
by Wilson, Sonsini,  Goodrich & Rosati, a Professional  Corporation,  Palo Alto,
California.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  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.  This statute describes in detail the right of
PMC to indemnify any such person.

         PMC's Certificate of Incorporation  eliminates in certain circumstances
the  liability  of  directors  of PMC for  monetary  damages for breach of their
fiduciary duty as directors.  This provision does not eliminate the liability of
a  director  (i) for  breach of the  director's  duty of  loyalty  to PMC or its
stockholders,  (ii) for acts or  omissions  by the director not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption or (iv) for transactions  from which the director derived an improper
personal benefit.
PMC's  Certificate  of  Incorporation   also  provides   generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

         PMC has entered into indemnification agreements to such effect with its
officers and directors containing  provisions which are in some respects broader
than  the  specific   indemnification   provisions   contained  in  the  General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

         PMC believes that it is the position of the Commission  that insofar as
the  foregoing  provisions  may be invoked to  disclaim  liability  for  damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Security Act and are therefore unenforceable.

         PMC currently maintains an officers' and directors' liability insurance
policy which covers,  subject to the exclusions  and  limitations of the policy,
officers and directors of PMC against certain  liabilities which may be incurred
by them solely in such capacities.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

           Not applicable.

Item 8.    Exhibits.
           --------

         The Exhibits to this registration  statement are listed in the Index to
Exhibits on page 5.

Item 9.    Undertakings.
           ------------

           (a)    PMC 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
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) PMC  hereby  undertakes  that,  for  purposes  of  determining  any
liability  under the Securities Act, each filing of PMC's annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to 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 PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC 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 PMC 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  hereunder,  PMC 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.
SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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  Campbell,
California on this August 18, 2000.

                                        PMC-SIERRA, INC.

                                                    By:  /s/John W. Sullivan
                                                    ----------------------------
                                                    John W. Sullivan, Vice
                                                    President of Finance
                                                    and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L. Bailey and John W.  Sullivan  his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all 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 substitute or substitutes, may do or cause to be
done by virtue hereof.

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

 Signature                         Title                                 Date
--------------------    --------------------------------------     -------------

                        President, Chief Executive Officer and   ---------------
--------------------    Chairman of the Board of Directors
(Robert L. Bailey)      (principal executive officer)

/s/JOHN W. SULLIVAN     Vice President of Finance and Chief
-------------------     Financial Officer (principal financial   August 18, 2000
(John W. Sullivan)      and accounting officer)

/s/JAMES V. DILLER      Director                                 August 18, 2000
------------------
(James V. Diller)

                        Director                                 ---------------
----------------------
(Alexandre Balkanski)

/s/FRANK J. MARSHALL    Director                                 August 18, 2000
--------------------
(Frank J. Marshall)

/s/L. COLIN BEAUMONT    Director                                 August 18, 2000
-------------------
(L. Colin Beaumont)
INDEX TO EXHIBITS

Exhibit       Description
Number

  4.1     Datum Telegraphic Stock Option Agreement

  4.2     Datum Telegraphic Stock Option Grant Confirmation Letter

  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

 23.1     Consent of Deloitte & Touche LLP, Independent Auditors

 23.2     Consent of Counsel (Contained in Exhibit 5.1 above)

 24.1     Power of Attorney (see page II-4)