As filed with the Securities and Exchange Commission on January 25, 2002
                                                    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 No.)


                              3975 Freedom Circle
                          Santa Clara, California 95054
                    (Address of principal executive offices)
                              ____________________

                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                              ____________________

                                Robert L. Bailey
                       President, Chief Executive Officer
                     And Chairman of the Board of Directors
                               3975 Freedom Circle
                          Santa Clara, California 95054
                                  (408)988-8276
            (Name, address and telephone number of agent for service)
                              ____________________

                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              ____________________


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================== ======================= =================== =========================== ======================
                                                                   Proposed                Proposed
              Title of                                             Maximum                 Maximum                    Amount
             Securities                       Amount               Offering               Aggregate                     of
               to be                          to be               Price Per                Offering                Registration
             Registered                     Registered              Share                   Price                      Fee
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
<S>             <C>                             <C>                  <C>                     <C>                        <C>

           Common Stock,                    8,284,696             $ 20.90 (3)       $ 173,150,146.40 (3)           $15,929.81
         $0.001 par value (1)
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
         $0.001 par value (2)               1,656,939             $ 20.90(3)         $ 34,630.025.10 (3)            $3,185.96
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------


  (1)   Shares to be  registered  under the 1994  Incentive  Stock  Plan  ("1994
        Plan").

  (2)   Shares to be  registered  under the 1991  Employee  Stock  Purchase Plan
        ("1991 Plan").

  (3)   Estimated  pursuant to Rule 457(c) under the  Securities  Act solely for
        the purpose of calculating the registration fee. Based on the average of
        the high and low prices of Common Stock on January 23, 2002, as reported
        on the Nasdaq National Market.

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

</TABLE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

           The following  documents  previously  filed by us with the Securities
and Exchange  Commission are  incorporated  by reference into this  registration
statement:

           (a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000;

           (b) Our Quarterly  Reports on Form 10-Q for the quarters  ended April
1, 2001, July 1, 2001 and September 30, 2001;

           (c) Our Current  Reports on Form 8-K dated April 30,  2001,  July 31,
2001, August 1, 2001 and August 3, 2001;

           (d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

           (e) The  description  of our  common  stock to be  offered  hereby is
contained in our Amendment  No. 3 to Form S-3  Registration  Statement  filed on
January 4, 2002,  with the  Commission,  including any amendment or report filed
for the purpose of updating such description.

           All documents  subsequently  filed by us pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference into 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.
           --------------------------------------

           Not applicable.

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

Certificate of Incorporation

         Our certificate of incorporation  provides for the  indemnification  of
our directors and officers to the fullest  extent  permitted by Delaware law, as
the same now exists or as it may be amended in the future.  Under  Delaware law,
such provision may not indemnify directors' or officers' liability for:


         - breaches  of the  directors'  or  officers'  duty of  loyalty  to the
           corporation or its stockholders;

         - acts or  omissions  not in good  faith  or that  involve  intentional
           misconduct or a knowing violation of law;

         - the unlawful  payments of dividends or unlawful stock  repurchases or
           redemptions; or

         - transactions  in which the  director  or officer  derived an improper
           personal benefit.

Bylaws

         Our bylaws provide that our directors,  officers, employees, and agents
shall be indemnified  against expenses  including  attorneys'  fees,  judgments,
fines,  settlements  actually and  reasonably  incurred in  connection  with any
proceeding  arising out of their status as such. Our bylaws also authorize us to
provide insurance for our directors,  officers, employees and/or agents, against
any  expense,  liability  or loss,  whether  or not we would  have the  power to
indemnify  such person  against such expense,  liability or loss under  Delaware
law.

Indemnification Agreements

         We  have  entered  into  agreements  to  indemnify  our  directors  and
officers, in addition to the indemnification  provided for in our certificate of
incorporation and bylaws.  These agreements,  among other things,  indemnify our
directors  and  officers  for  certain  expenses,   including  attorney's  fees,
judgments,  fines and  settlement  amounts  incurred  by any such  person in any
action or  proceeding,  including any action by us, arising out of such person's
services as a director or officer for us, or for any of our subsidiaries, or for
any other  company or enterprise  to which the person  provides  services at our
request.

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

           Not applicable.

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


Exhibit
Number                                   Exhibit
---------  ---------------------------------------------------------------------
    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, Independent Auditors

   23.2    Consent of Deloitte & Touche LLP, San Jose,  California,  Independent
           Auditors

   23.3    Consent of Counsel (Contained in Exhibit 5.1 above)

   24.1    Power of Attorney (see page II-4)


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


           (a)    We hereby undertake:

                  (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) We  hereby  undertake  that,  for  purposes  of  determining  any
liability under the Securities Act, each filing of our 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 ours pursuant to the Delaware  General  Corporation  Law, our  Certificate of
Incorporation or the Bylaws,  Indemnification Agreements entered into between us
and our officers and directors,  or otherwise,  we have 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 us 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,  we 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, 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 Santa Clara, California, on this 25th day of January,
2002.

                          PMC-SIERRA, INC.

                          By:  /s/ John W. Sullivan
                             ---------------------------------------------------
                               John Sullivan, VP Finance
                               (Principal Financial and Accounting 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.

<TABLE>
<CAPTION>


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

/s/ Robert L. Bailey               President, Chief Executive Officer (Principal   January 25, 2002
-----------------------------
(Robert L. Bailey)                 Executive Officer) and Chairman of the Board
                                   of Directors

/s/ John W. Sullivan               Vice President, Finance (Principal Financial    January 25, 2002
-----------------------------
(John W. Sullivan)                 and Accounting Officer)

/s/ James V. Diller                Vice Chairman of the Board of Directors         January 25, 2002
-----------------------------
(James V. Diller)

/s/ Alexandre Balkanski            Director                                        January 25, 2002
-----------------------------
(Alexandre Balkanski)

/s/ Frank J. Marshall              Director                                        January 25, 2002
-----------------------------
(Frank J. Marshall)

/s/ L. Colin Beaumont              Director                                        January 25, 2002
-----------------------------
(L. Colin Beaumont)

/s/ Lewis O. Wilks                 Director                                        January 25, 2002
-----------------------------
(Lewis O. Wilks)

</TABLE>


                                  EXHIBIT INDEX


Exhibit
Number                               Exhibit
-------    ---------------------------------------------------------------------

    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, independent auditors

   23.2    Consent of Deloitte & Touche LLP, San Jose,  California,  independent
           auditors

   23.3    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1 above)

   24.1     Power of Attorney (see page II-4)
[{"type": "S-8", "sequence": "1", "filename": "s8filing_012502.txt", "description": "PMC-SIERRA INC.   FORM S-8", "secsgml_size_bytes": 16485}]
{"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": "333-81414", "film-number": "02517847"}, "business-address": {"street1": "3975 FREEDOM CIRCLE", "street2": "0", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "408-369-1176"}, "mail-address": {"street1": "3975 FREEDOM CIRCLE", "street2": "0", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}, "former-company": {"former-conformed-name": "SIERRA SEMICONDUCTOR CORP", "date-changed": "19950419"}}
As filed with the Securities and Exchange Commission on January 25, 2002
                                                    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 No.)

                              3975 Freedom Circle
                          Santa Clara, California 95054
                    (Address of principal executive offices)
                              ____________________

                            1994 Incentive Stock Plan
                        1991 Employee Stock Purchase Plan
                            (Full title of the plans)
                              ____________________

                                Robert L. Bailey
                       President, Chief Executive Officer
                     And Chairman of the Board of Directors
                               3975 Freedom Circle
                          Santa Clara, California 95054
                                  (408)988-8276
            (Name, address and telephone number of agent for service)
                              ____________________

                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                              ____________________

                         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                     Registered              Share                   Price                      Fee
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
Common Stock,                    8,284,696             $ 20.90 (3)       $ 173,150,146.40 (3)           $15,929.81
         $0.001 par value (1)
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------
           Common Stock,
         $0.001 par value (2)               1,656,939             $ 20.90(3)         $ 34,630.025.10 (3)            $3,185.96
------------------------------------- ----------------------- ------------------- --------------------------- ----------------------

  (1)   Shares to be  registered  under the 1994  Incentive  Stock  Plan  ("1994
        Plan").

  (2)   Shares to be  registered  under the 1991  Employee  Stock  Purchase Plan
        ("1991 Plan").

  (3)   Estimated  pursuant to Rule 457(c) under the  Securities  Act solely for
        the purpose of calculating the registration fee. Based on the average of
        the high and low prices of Common Stock on January 23, 2002, as reported
        on the Nasdaq National Market.

====================================================================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

           The following  documents  previously  filed by us with the Securities
and Exchange  Commission are  incorporated  by reference into this  registration
statement:

           (a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000;

           (b) Our Quarterly  Reports on Form 10-Q for the quarters  ended April
1, 2001, July 1, 2001 and September 30, 2001;

           (c) Our Current  Reports on Form 8-K dated April 30,  2001,  July 31,
2001, August 1, 2001 and August 3, 2001;

           (d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

           (e) The  description  of our  common  stock to be  offered  hereby is
contained in our Amendment  No. 3 to Form S-3  Registration  Statement  filed on
January 4, 2002,  with the  Commission,  including any amendment or report filed
for the purpose of updating such description.

           All documents  subsequently  filed by us pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference into 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.
           --------------------------------------

           Not applicable.

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

Certificate of Incorporation

         Our certificate of incorporation  provides for the  indemnification  of
our directors and officers to the fullest  extent  permitted by Delaware law, as
the same now exists or as it may be amended in the future.  Under  Delaware law,
such provision may not indemnify directors' or officers' liability for:

         - breaches  of the  directors'  or  officers'  duty of  loyalty  to the
           corporation or its stockholders;

         - acts or  omissions  not in good  faith  or that  involve  intentional
           misconduct or a knowing violation of law;

         - the unlawful  payments of dividends or unlawful stock  repurchases or
           redemptions; or

         - transactions  in which the  director  or officer  derived an improper
           personal benefit.

Bylaws

         Our bylaws provide that our directors,  officers, employees, and agents
shall be indemnified  against expenses  including  attorneys'  fees,  judgments,
fines,  settlements  actually and  reasonably  incurred in  connection  with any
proceeding  arising out of their status as such. Our bylaws also authorize us to
provide insurance for our directors,  officers, employees and/or agents, against
any  expense,  liability  or loss,  whether  or not we would  have the  power to
indemnify  such person  against such expense,  liability or loss under  Delaware
law.

Indemnification Agreements

         We  have  entered  into  agreements  to  indemnify  our  directors  and
officers, in addition to the indemnification  provided for in our certificate of
incorporation and bylaws.  These agreements,  among other things,  indemnify our
directors  and  officers  for  certain  expenses,   including  attorney's  fees,
judgments,  fines and  settlement  amounts  incurred  by any such  person in any
action or  proceeding,  including any action by us, arising out of such person's
services as a director or officer for us, or for any of our subsidiaries, or for
any other  company or enterprise  to which the person  provides  services at our
request.

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

           Not applicable.

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

Exhibit
Number                                   Exhibit
---------  ---------------------------------------------------------------------
    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, Independent Auditors

   23.2    Consent of Deloitte & Touche LLP, San Jose,  California,  Independent
           Auditors

   23.3    Consent of Counsel (Contained in Exhibit 5.1 above)

   24.1    Power of Attorney (see page II-4)

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

           (a)    We hereby undertake:

                  (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) We  hereby  undertake  that,  for  purposes  of  determining  any
liability under the Securities Act, each filing of our 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 ours pursuant to the Delaware  General  Corporation  Law, our  Certificate of
Incorporation or the Bylaws,  Indemnification Agreements entered into between us
and our officers and directors,  or otherwise,  we have 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 us 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,  we 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, 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 Santa Clara, California, on this 25th day of January,
2002.

                          PMC-SIERRA, INC.

                          By:  /s/ John W. Sullivan
                             ---------------------------------------------------
                               John Sullivan, VP Finance
                               (Principal Financial and Accounting 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
        ---------                                        -----                            ----
/s/ Robert L. Bailey               President, Chief Executive Officer (Principal   January 25, 2002
-----------------------------
(Robert L. Bailey)                 Executive Officer) and Chairman of the Board
                                   of Directors

/s/ John W. Sullivan               Vice President, Finance (Principal Financial    January 25, 2002
-----------------------------
(John W. Sullivan)                 and Accounting Officer)

/s/ James V. Diller                Vice Chairman of the Board of Directors         January 25, 2002
-----------------------------
(James V. Diller)

/s/ Alexandre Balkanski            Director                                        January 25, 2002
-----------------------------
(Alexandre Balkanski)

/s/ Frank J. Marshall              Director                                        January 25, 2002
-----------------------------
(Frank J. Marshall)

/s/ L. Colin Beaumont              Director                                        January 25, 2002
-----------------------------
(L. Colin Beaumont)

/s/ Lewis O. Wilks                 Director                                        January 25, 2002
-----------------------------
(Lewis O. Wilks)
EXHIBIT INDEX

Exhibit
Number                               Exhibit
-------    ---------------------------------------------------------------------

    5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

   23.1    Consent  of  Deloitte  & Touche  LLP,  Vancouver,  British  Columbia,
           Canada, independent auditors

   23.2    Consent of Deloitte & Touche LLP, San Jose,  California,  independent
           auditors

   23.3    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1 above)

   24.1     Power of Attorney (see page II-4)