content: As filed with the Securities and Exchange Commission on September 24, 2004
                                                     Registration No. 333 - ______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
  
                                        Under
                             The Securities Act of 1933
  
                                     ----------
  
                                   E.PIPHANY, INC.
               (Exact name of Registrant as specified in its charter)
  
                                     ----------
  
                  DELAWARE                               77 -0443392
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)              Identification Number)
  
                                  475 Concar Drive
                             San Mateo, California 94402
     (Address, including zip code, of Registrant's principal executive offices)
  
                                     ----------
  
                                   1999 Stock Plan
                              (Full title of the Plan)
  
                                     ----------
  
                                 Andy Sherman, Esq.
                           Senior Vice President, General
                                Counsel and Secretary
                                   E.piphany, Inc.
                                  475 Concar Drive
                             San Mateo, California 94402
                                   (650) 356-3800
  (Name, address, and telephone number, including area code, of agent for service)
  
                                     ----------
  
                                      Copy to:
                                Aaron J. Alter, Esq.
                          Wilson Sonsini Goodrich & Rosati
                              Professional Corporation
                                 650 Page Mill Road
                             Palo Alto, California 94304
                                   (650) 493-9300
  
  <TABLE>
  <CAPTION>
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================
                                                PROPOSED        PROPOSED
                               AMOUNT            MAXIMUM         MAXIMUM        AMOUNT OF
  TITLE OF SECURITIES TO       TO BE         OFFERING PRICE     AGGREGATE      REGISTRATION
     BE REGISTERED          REGISTERED(1)       PER SHARE     OFFERING PRICE       FEE
  -----------------------------------------------------------------------------------------
  <S>                      <C>               <C>              <C>               <C>
  1999 Stock Plan........  2,988,870 shares  $      3.885(2)  $ 11,611,760(2)   $ 1,472
  -----------------------------------------------------------------------------------------
  Total..................  2,988,870 shares                                     $ 1,472
  =========================================================================================
  </TABLE>
  
  (1)  This registration statement shall also cover any additional shares of
       common stock which become issuable by reason of any stock dividend, stock
       split, recapitalization or other similar transaction effected without the
       receipt of consideration which results in an increase in the number of the
       outstanding shares of common stock.
  (2)  The proposed maximum offering price per share was determined pursuant to
       Rule 457(h) under the Securities Act of 1933 to be equal to $3.885 per
       share, the average of the high and low price of the Registrant's common
       stock as reported on the Nasdaq Stock Market on September 20, 2004.
  
  ================================================================================
  
  <PAGE>
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  EXPLANATORY NOTE:
  
          This registration statement is filed with respect to additional shares
  of common stock that may be issued under the Registrant's 1999 Stock Plan as a
  result of certain automatic annual increases in the number of authorized shares
  reserved for issuance under this plan.
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
          The following documents and information filed with the Securities and
  Exchange Commission (the "Commission") by the Registrant are incorporated herein
  by reference:
  
          1.      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2003 (SEC File No. 000-27183), filed with the
                  Commission on March 8, 2004.
  
          2.      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2004, filed with the Commission on May 10, 2004.
  
          3.      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2004, filed with the Commission on August
                  6, 2004.
  
          4.      All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  covered by the Annual Report on Form 10-K referred to in
                  paragraph (1) above.
  
          5.      The description of the Registrant's common stock as set forth in
                  the registration statement filed by the Company on Form 8-A, as
                  declared effective by the Commission on August 30, 1999.
  
          In addition, all documents subsequently filed by the Registrant 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 herein and to be part hereof from the
  date of filing of such documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
          Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
          Not applicable.
  
                                        II-1
  <PAGE>
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
          Section 145 of the Delaware General Corporation Law permits a
  corporation to include in its charter documents, and in agreements between the
  corporation and its directors and officers, provisions expanding the scope of
  indemnification beyond that specifically provided by the current law.
  
          Article IX of the Registrant's Restated Certificate of Incorporation
  provides for the indemnification of directors to the fullest extent permissible
  under Delaware law.
  
          Article VI of the Registrant's Bylaws provides for the indemnification
  of officers, directors and third parties acting on behalf of the Registrant if
  such person acted in good faith and in a manner reasonably believed to be in and
  not opposed to the best interest of the Registrant, and, with respect to any
  criminal action or proceeding, the indemnified party had no reason to believe
  his or her conduct was unlawful.
  
          The Registrant has entered into indemnification agreements with its
  directors and executive officers, in addition to indemnification provided for in
  the Registrant's Bylaws, and intends to enter into indemnification agreements
  with any new directors and executive officers in the future.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
          Not applicable.
  
  ITEM 8.   EXHIBITS
  
            EXHIBIT
             NUMBER                           DOCUMENT
            -------   ------------------------------------------------------------
              5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                      Corporation ("WSGR"), with respect to the legality of the
                      securities being registered
             10.1*    Registrant's 1999 Stock Plan
             23.1     Consent of Ernst & Young LLP, Independent Registered Public
                      Accounting Firm
             23.2     Statement Regarding Consent of Arthur Andersen LLP
             23.3     Consent of WSGR (contained in Exhibit 5.1)
             24.1     Power of Attorney (see page 4)
            ----------
            (*)  Previously filed as an exhibit to Registrant's Annual Report on
                 Form 10-K for the year ended December 31, 2001 (File No.
                 000-27183), filed with the Commission on March 6, 2002.
  
  ITEM 9.   UNDERTAKINGS
  
          (a)     The undersigned Registrant hereby undertakes:
  
                  (1)     To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement 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 of 1933, 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.
  
                                        II-2
  <PAGE>
  
                  (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
          (b)     The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the items described in Item 6 of Part II
  of this registration statement, or otherwise, the Registrant has been advised
  that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant 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, the Registrant 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 of 1933 and will be governed by the final adjudication of such issue.
  
                                        II-3
  <PAGE>
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of San Mateo, state of California, on September 24,
  2004.
  
                                          E.piphany, Inc.
  
                                          By:  /s/ Karen A. Richardson
                                               -----------------------------
                                               Karen A. Richardson
                                               Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
  appears below constitutes and appoints Karen A. Richardson and Kevin J. Yeaman
  and each of them, acting individually, as his or her attorney-in-fact, with full
  power of substitution, for him or her and in any and all capacities, to sign any
  and all amendments to this registration statement (including post-effective
  amendments) and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our said
  attorney to any and all amendments to the registration statement.
  
          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.
  
  <TABLE>
  <CAPTION>
            SIGNATURE                         TITLE                                    DATE
  -------------------------------   -------------------------------------   --------------------------
  <S>                               <C>                                         <C>
  /s/ Karen A. Richardson           Chief Executive Officer                     September 24, 2004
  -------------------------------   (Principal Executive Officer)
      Karen A. Richardson
  
  /s/ Kevin J. Yeaman               Chief Financial Officer (Principal          September 24, 2004
  -------------------------------   Financial and Accounting Officer)
      Kevin J. Yeaman
  
  /s/ Fred Anderson                 Director                                    September 24, 2004
  -------------------------------
      Fred Anderson
  
  /s/ Mohan Gyani                   Director                                    September 24, 2004
  -------------------------------
      Mohan Gyani
  
  /s/ Paul M. Hazen                 Director                                    September 24, 2004
  -------------------------------
      Paul M. Hazen
  
  /s/ Robert L. Joss                Director                                    September 24, 2004
  -------------------------------
      Robert L. Joss
  
  /s/ Douglas J. Mackenzie          Director                                    September 24, 2004
  -------------------------------
      Douglas J. Mackenzie
  
  /s/ Roger S. Siboni               Director                                    September 24, 2004
  -------------------------------
      Roger S. Siboni
  </TABLE>
  
                                        II-4
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
    EXHIBIT
     NUMBER                               DOCUMENT
  ------------   ----------------------------------------------------------------
       5.1       Opinion of WSGR with respect to the legality of the securities
                 being registered
      10.1*      Registrant's 1999 Stock Plan
      23.1       Consent of Ernst & Young LLP, Independent Registered Public
                 Accounting Firm
      23.2       Statement Regarding Consent of Arthur Andersen LLP
      23.3       Consent of WSGR (contained in Exhibit 5.1)
      24.1       Power of Attorney (see page 4)
  ----------
  (*)  Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
       for the year ended December 31, 2001 (File No. 000-27183), filed with the
       Commission on March 6, 2002.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "ep909650.txt", "description": "FORM S-8", "secsgml_size_bytes": 15667}]
metadata_filer: {"company-data": {"conformed-name": "E PIPHANY INC", "cik": "0001089613", "assigned-sic": "7389", "irs-number": "770443392", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119286", "film-number": "041045927"}, "business-address": {"street1": "475 CONCAR DRIVE", "street2": "475 CONCAR DRIVE", "city": "SAN MATEO", "state": "CA", "zip": "94402", "phone": "6504962430"}}
text: As filed with the Securities and Exchange Commission on September 24, 2004
                                                     Registration No. 333 - ______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
  
                                        Under
                             The Securities Act of 1933
  
                                     ----------
  
                                   E.PIPHANY, INC.
               (Exact name of Registrant as specified in its charter)
  
                                     ----------
  
                  DELAWARE                               77 -0443392
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)              Identification Number)
  
                                  475 Concar Drive
                             San Mateo, California 94402
     (Address, including zip code, of Registrant's principal executive offices)
  
                                     ----------
  
                                   1999 Stock Plan
                              (Full title of the Plan)
  
                                     ----------
  
                                 Andy Sherman, Esq.
                           Senior Vice President, General
                                Counsel and Secretary
                                   E.piphany, Inc.
                                  475 Concar Drive
                             San Mateo, California 94402
                                   (650) 356-3800
  (Name, address, and telephone number, including area code, of agent for service)
  
                                     ----------
  
                                      Copy to:
                                Aaron J. Alter, Esq.
                          Wilson Sonsini Goodrich & Rosati
                              Professional Corporation
                                 650 Page Mill Road
                             Palo Alto, California 94304
                                   (650) 493-9300
  CALCULATION OF REGISTRATION FEE
  =========================================================================================
                                                PROPOSED        PROPOSED
                               AMOUNT            MAXIMUM         MAXIMUM        AMOUNT OF
  TITLE OF SECURITIES TO       TO BE         OFFERING PRICE     AGGREGATE      REGISTRATION
     BE REGISTERED          REGISTERED(1)       PER SHARE     OFFERING PRICE       FEE
  -----------------------------------------------------------------------------------------
  1999 Stock Plan........  2,988,870 shares  $      3.885(2)  $ 11,611,760(2)   $ 1,472
  -----------------------------------------------------------------------------------------
  Total..................  2,988,870 shares                                     $ 1,472
  =========================================================================================
  (1)  This registration statement shall also cover any additional shares of
       common stock which become issuable by reason of any stock dividend, stock
       split, recapitalization or other similar transaction effected without the
       receipt of consideration which results in an increase in the number of the
       outstanding shares of common stock.
  (2)  The proposed maximum offering price per share was determined pursuant to
       Rule 457(h) under the Securities Act of 1933 to be equal to $3.885 per
       share, the average of the high and low price of the Registrant's common
       stock as reported on the Nasdaq Stock Market on September 20, 2004.
  
  ================================================================================
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  EXPLANATORY NOTE:
  
          This registration statement is filed with respect to additional shares
  of common stock that may be issued under the Registrant's 1999 Stock Plan as a
  result of certain automatic annual increases in the number of authorized shares
  reserved for issuance under this plan.
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
          The following documents and information filed with the Securities and
  Exchange Commission (the "Commission") by the Registrant are incorporated herein
  by reference:
  
          1.      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2003 (SEC File No. 000-27183), filed with the
                  Commission on March 8, 2004.
  
          2.      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2004, filed with the Commission on May 10, 2004.
  
          3.      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2004, filed with the Commission on August
                  6, 2004.
  
          4.      All other reports filed by the Registrant pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  covered by the Annual Report on Form 10-K referred to in
                  paragraph (1) above.
  
          5.      The description of the Registrant's common stock as set forth in
                  the registration statement filed by the Company on Form 8-A, as
                  declared effective by the Commission on August 30, 1999.
  
          In addition, all documents subsequently filed by the Registrant 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 herein and to be part hereof from the
  date of filing of such documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
          Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
          Not applicable.
  
                                        II-1
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
          Section 145 of the Delaware General Corporation Law permits a
  corporation to include in its charter documents, and in agreements between the
  corporation and its directors and officers, provisions expanding the scope of
  indemnification beyond that specifically provided by the current law.
  
          Article IX of the Registrant's Restated Certificate of Incorporation
  provides for the indemnification of directors to the fullest extent permissible
  under Delaware law.
  
          Article VI of the Registrant's Bylaws provides for the indemnification
  of officers, directors and third parties acting on behalf of the Registrant if
  such person acted in good faith and in a manner reasonably believed to be in and
  not opposed to the best interest of the Registrant, and, with respect to any
  criminal action or proceeding, the indemnified party had no reason to believe
  his or her conduct was unlawful.
  
          The Registrant has entered into indemnification agreements with its
  directors and executive officers, in addition to indemnification provided for in
  the Registrant's Bylaws, and intends to enter into indemnification agreements
  with any new directors and executive officers in the future.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
          Not applicable.
  
  ITEM 8.   EXHIBITS
  
            EXHIBIT
             NUMBER                           DOCUMENT
            -------   ------------------------------------------------------------
              5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                      Corporation ("WSGR"), with respect to the legality of the
                      securities being registered
             10.1*    Registrant's 1999 Stock Plan
             23.1     Consent of Ernst & Young LLP, Independent Registered Public
                      Accounting Firm
             23.2     Statement Regarding Consent of Arthur Andersen LLP
             23.3     Consent of WSGR (contained in Exhibit 5.1)
             24.1     Power of Attorney (see page 4)
            ----------
            (*)  Previously filed as an exhibit to Registrant's Annual Report on
                 Form 10-K for the year ended December 31, 2001 (File No.
                 000-27183), filed with the Commission on March 6, 2002.
  
  ITEM 9.   UNDERTAKINGS
  
          (a)     The undersigned Registrant hereby undertakes:
  
                  (1)     To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement 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 of 1933, 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.
  
                                        II-2
  (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
          (b)     The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the items described in Item 6 of Part II
  of this registration statement, or otherwise, the Registrant has been advised
  that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant 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, the Registrant 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 of 1933 and will be governed by the final adjudication of such issue.
  
                                        II-3
  SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of San Mateo, state of California, on September 24,
  2004.
  
                                          E.piphany, Inc.
  
                                          By:  /s/ Karen A. Richardson
                                               -----------------------------
                                               Karen A. Richardson
                                               Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
  appears below constitutes and appoints Karen A. Richardson and Kevin J. Yeaman
  and each of them, acting individually, as his or her attorney-in-fact, with full
  power of substitution, for him or her and in any and all capacities, to sign any
  and all amendments to this registration statement (including post-effective
  amendments) and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, hereby
  ratifying and confirming our signatures as they may be signed by our said
  attorney to any and all amendments to the registration statement.
  
          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.
  SIGNATURE                         TITLE                                    DATE
  -------------------------------   -------------------------------------   --------------------------
  /s/ Karen A. Richardson           Chief Executive Officer                     September 24, 2004
  -------------------------------   (Principal Executive Officer)
      Karen A. Richardson
  
  /s/ Kevin J. Yeaman               Chief Financial Officer (Principal          September 24, 2004
  -------------------------------   Financial and Accounting Officer)
      Kevin J. Yeaman
  
  /s/ Fred Anderson                 Director                                    September 24, 2004
  -------------------------------
      Fred Anderson
  
  /s/ Mohan Gyani                   Director                                    September 24, 2004
  -------------------------------
      Mohan Gyani
  
  /s/ Paul M. Hazen                 Director                                    September 24, 2004
  -------------------------------
      Paul M. Hazen
  
  /s/ Robert L. Joss                Director                                    September 24, 2004
  -------------------------------
      Robert L. Joss
  
  /s/ Douglas J. Mackenzie          Director                                    September 24, 2004
  -------------------------------
      Douglas J. Mackenzie
  
  /s/ Roger S. Siboni               Director                                    September 24, 2004
  -------------------------------
      Roger S. Siboni
  II-4
  INDEX TO EXHIBITS
  
    EXHIBIT
     NUMBER                               DOCUMENT
  ------------   ----------------------------------------------------------------
       5.1       Opinion of WSGR with respect to the legality of the securities
                 being registered
      10.1*      Registrant's 1999 Stock Plan
      23.1       Consent of Ernst & Young LLP, Independent Registered Public
                 Accounting Firm
      23.2       Statement Regarding Consent of Arthur Andersen LLP
      23.3       Consent of WSGR (contained in Exhibit 5.1)
      24.1       Power of Attorney (see page 4)
  ----------
  (*)  Previously filed as an exhibit to Registrant's Annual Report on Form 10-K
       for the year ended December 31, 2001 (File No. 000-27183), filed with the
       Commission on March 6, 2002.