As filed with the Securities and Exchange Commission on  November 9, 1998
                                                    Registration No. 333-
                                                                           
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933


                             ADEPT TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)


        California                                       94-2900635   
----------------------------                -----------------------------------
 (State of incorporation                    (I.R.S. Employer Identification No.)


                              150 Rose Orchard Way
                           San Jose, California 95134
   (Address, including zip code, of Registrant's principal executive offices)


                       1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)


                                 BETSY A. LANGE
                            Vice President, Finance
                          and Chief Financial Officer
                             ADEPT TECHNOLOGY, INC.
                              150 Rose Orchard Way
                           San Jose, California 95134
                                 (408) 434-5012
(Name, address, and telephone number, including area code, of agent for service)


                                   Copies to:
                             ROBERT P. LATTA, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                              Palo Alto, CA 94304
                                 (650) 493-9300
<TABLE>

                      CALCULATION OF REGISTRATION FEE
<CAPTION>

==============================================================================================
                                                    Proposed        Proposed                  
                                                     Maximum         Maximum        
  Title of Each Class              Amount           Offering        Aggregate      Amount of  
   of Securities to                to be              Price         Offering      Registration
    be Registered                Registered         Per Share        Price            Fee     
----------------------------------------------------------------------------------------------
<S>                           <C>                  <C>            <C>              <C>
Common Stock, no par value    3,600,000 shares     $6.125(1)      $22,050,000.00   $6,129.90
                                                                                 
==============================================================================================
                                                                               
<FN>

(1)  Estimated  in  accordance  with Rule  457(c)  solely for the  purpose of  calculating  the
     registration  fee based upon the average of the high and low prices of the Common Stock as
     reported on the Nasdaq National Market on November 2, 1998.

===============================================================================================
</FN>
</TABLE>

<PAGE>

             PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Thereare  hereby   incorporated  by  reference  in  this   Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (Adept Technology, Inc. is referred to herein
as the "Registrant"):

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended June 30,  1998,  filed  September  28, 1998  pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

         (b) The Registrant's  Proxy Statement dated October 5, 1998 relating to
the Company's 1998 Annual Meeting of Shareholders;

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A filed October 31, 1995 pursuant
to Section 12(g) of the 1934 Act; and

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the 1934 Act on or after  the date of this  Registration
Statement and 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 of 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.

         As permitted by Section  204(a) of the California  General  Corporation
Law, the Registrant's Articles of Incorporation  eliminate a director's personal
liability for monetary  damages to the Registrant and its  shareholders  arising
from a breach or alleged breach of the  director's  fiduciary  duty,  except for
liability  arising  under  Sections  310  and  316  of  the  California  General
Corporation Law or liability for (i) acts or omissions that involve  intentional
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director  believes to be contrary to the best  interests of the  Registrant or
its  shareholders  or that  involve the absence of good faith on the part of the
director,  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit,  (iv) 

<PAGE>

acts or omissions that show a reckless  disregard for the director's duty to the
Registrant or its shareholders in circumstances in which the director was aware,
or should have been aware,  in the  ordinary  course of  performing a director's
duties,  of a risk of serious injury to the Registrant or its  shareholders  and
(v) acts or omissions that constitute an unexcused  pattern of inattention  that
amounts  to an  abdication  of the  director's  duty  to the  Registrant  or its
shareholders. This provision does not eliminate the directors' duty of care, and
in appropriate  circumstances  equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under California law.

         Sections  204(a)  and 317 of the  California  General  Corporation  Law
authorize a corporation  to indemnify  its  directors,  officers,  employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended.  The  Registrant has entered into  Indemnification  Agreements
with its directors and executive officers.

         At present,  there is no pending  litigation or proceeding  involving a
director,   officer,  employee  or  other  agent  of  the  Registrant  in  which
indemnification  is being sought,  nor is the Registrant aware of any threatened
litigation  that may  result in a claim  for  indemnification  by any  director,
officer, employee or other agent of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

           Exhibit
           Number                           Documents
      -------------------  -----------------------------------------------------

            4.1            1998  Employee   Stock  Purchase  Plan  and  form  of
                           agreement thereunder

            5.1            Opinion of counsel as to legality of securities being
                           registered

            23.1           Consent of Counsel (contained in Exhibit 5.1)

            23.2           Consent of Independent Auditors

            24.1           Power of Attorney (see page II-5)

                                      II-2
<PAGE>

Item 9.  Undertakings

         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, 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant'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.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
Registrant  pursuant to the California  General  Corporations Code, the Restated
Articles  of  Incorporation   or  the  Bylaws  of  Registrant,   Indemnification
Agreements  entered into between  Registrant and its officers and directors,  or
otherwise, 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 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
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  hereunder,  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 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 Jose, State of California, on November 9, 1998.


                               ADEPT TECHNOLOGY, INC.
      

                               By:  /s/ Betsy A. Lange            
                                    ----------------------------------------
                                    Betsy A. Lange, Vice President, Finance 
                                    and Chief Financial Officer

                                      II-4
<PAGE>
                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  Brian R. Carlisle and Betsy A. Lange,
each of them, jointly and severally, his attorneys-in-fact,  each with the power
of  substitution,  for  him in any  and  all  capacities,  to  sign  any and all
amendments  to this  Registration  Statement  on Form S-8, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
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 of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/  Brian R. Carlisle    Chairman of the Board and         November 9, 1998
----------------------    Chief Executive Officer        
(Brian R. Carlisle)       (Principal Executive Officer)  
                          

/s/  Betsy A. Lange       Vice President, Finance and       November 9, 1998
----------------------    Chief Financial Officer     
(Betsy A. Lange)          (Principal Financial and    
                          Accounting Officer)         
                          
/s/ Bruce E. Shimano      Vice President, Research and      November 9, 1998
---------------------     Development, Secretary            
(Bruce E. Shimano)        and Director                        
                          

/s/ Ronald E.F. Codd      Director                          November 9, 1998
---------------------
(Ronald E.F. Codd)

/s/  Michael P. Kelly     Director                          November 9, 1998
---------------------                                              
(Michael P. Kelly)

/s/ Cary R. Mock          Director                          November 9, 1998
---------------------                                           
(Cary R. Mock)  

/s/  John E. Pomeroy      Director                          November 9, 1998
---------------------
(John E. Pomeroy)

                                      II-5
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                       ___________________________________

                                    EXHIBITS
                       ___________________________________


                       Registration Statement on Form S-8

                             Adept Technology, Inc.

                                November 9, 1998

<PAGE>

                                INDEX TO EXHIBITS

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

   4.1         1998  Employee   Stock   Purchase  Plan  and  form  of  agreement
               thereunder

   5.1         Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  a  Professional
               Corporation

   23.1        Consent of Independent Accountants

   23.2        Consent of Counsel (included in Exhibit 5.1)

   24.1        Power of Attorney (see page II-5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16244}]
{"company-data": {"conformed-name": "ADEPT TECHNOLOGY INC", "cik": "0000865415", "assigned-sic": "3559", "irs-number": "942900635", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66993", "film-number": "98740913"}, "business-address": {"street1": "150 ROSE ORCHARD WAY", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084320888"}}
As filed with the Securities and Exchange Commission on  November 9, 1998
                                                    Registration No. 333-
                                                                           
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                             ADEPT TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

        California                                       94-2900635   
----------------------------                -----------------------------------
 (State of incorporation                    (I.R.S. Employer Identification No.)

                              150 Rose Orchard Way
                           San Jose, California 95134
   (Address, including zip code, of Registrant's principal executive offices)

                       1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 BETSY A. LANGE
                            Vice President, Finance
                          and Chief Financial Officer
                             ADEPT TECHNOLOGY, INC.
                              150 Rose Orchard Way
                           San Jose, California 95134
                                 (408) 434-5012
(Name, address, and telephone number, including area code, of agent for service)

                                   Copies to:
                             ROBERT P. LATTA, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                              Palo Alto, CA 94304
                                 (650) 493-9300

                      CALCULATION OF REGISTRATION FEE
==============================================================================================
                                                    Proposed        Proposed                  
                                                     Maximum         Maximum        
  Title of Each Class              Amount           Offering        Aggregate      Amount of  
   of Securities to                to be              Price         Offering      Registration
    be Registered                Registered         Per Share        Price            Fee     
----------------------------------------------------------------------------------------------
Common Stock, no par value    3,600,000 shares     $6.125(1)      $22,050,000.00   $6,129.90
                                                                                 
==============================================================================================
(1)  Estimated  in  accordance  with Rule  457(c)  solely for the  purpose of  calculating  the
     registration  fee based upon the average of the high and low prices of the Common Stock as
     reported on the Nasdaq National Market on November 2, 1998.

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

Item 3.  Incorporation of Documents by Reference

         Thereare  hereby   incorporated  by  reference  in  this   Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (Adept Technology, Inc. is referred to herein
as the "Registrant"):

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended June 30,  1998,  filed  September  28, 1998  pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

         (b) The Registrant's  Proxy Statement dated October 5, 1998 relating to
the Company's 1998 Annual Meeting of Shareholders;

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A filed October 31, 1995 pursuant
to Section 12(g) of the 1934 Act; and

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the 1934 Act on or after  the date of this  Registration
Statement and 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 of 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.

         As permitted by Section  204(a) of the California  General  Corporation
Law, the Registrant's Articles of Incorporation  eliminate a director's personal
liability for monetary  damages to the Registrant and its  shareholders  arising
from a breach or alleged breach of the  director's  fiduciary  duty,  except for
liability  arising  under  Sections  310  and  316  of  the  California  General
Corporation Law or liability for (i) acts or omissions that involve  intentional
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director  believes to be contrary to the best  interests of the  Registrant or
its  shareholders  or that  involve the absence of good faith on the part of the
director,  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit,  (iv)
acts or omissions that show a reckless  disregard for the director's duty to the
Registrant or its shareholders in circumstances in which the director was aware,
or should have been aware,  in the  ordinary  course of  performing a director's
duties,  of a risk of serious injury to the Registrant or its  shareholders  and
(v) acts or omissions that constitute an unexcused  pattern of inattention  that
amounts  to an  abdication  of the  director's  duty  to the  Registrant  or its
shareholders. This provision does not eliminate the directors' duty of care, and
in appropriate  circumstances  equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under California law.

         Sections  204(a)  and 317 of the  California  General  Corporation  Law
authorize a corporation  to indemnify  its  directors,  officers,  employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended.  The  Registrant has entered into  Indemnification  Agreements
with its directors and executive officers.

         At present,  there is no pending  litigation or proceeding  involving a
director,   officer,  employee  or  other  agent  of  the  Registrant  in  which
indemnification  is being sought,  nor is the Registrant aware of any threatened
litigation  that may  result in a claim  for  indemnification  by any  director,
officer, employee or other agent of the Registrant.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

           Exhibit
           Number                           Documents
      -------------------  -----------------------------------------------------

            4.1            1998  Employee   Stock  Purchase  Plan  and  form  of
                           agreement thereunder

            5.1            Opinion of counsel as to legality of securities being
                           registered

            23.1           Consent of Counsel (contained in Exhibit 5.1)

            23.2           Consent of Independent Auditors

            24.1           Power of Attorney (see page II-5)

                                      II-2
Item 9.  Undertakings

         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, 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant'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.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
Registrant  pursuant to the California  General  Corporations Code, the Restated
Articles  of  Incorporation   or  the  Bylaws  of  Registrant,   Indemnification
Agreements  entered into between  Registrant and its officers and directors,  or
otherwise, 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 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
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  hereunder,  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 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 Jose, State of California, on November 9, 1998.

                               ADEPT TECHNOLOGY, INC.
      

                               By:  /s/ Betsy A. Lange            
                                    ----------------------------------------
                                    Betsy A. Lange, Vice President, Finance 
                                    and Chief Financial Officer

                                      II-4
POWER OF ATTORNEY
                                -----------------

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints  Brian R. Carlisle and Betsy A. Lange,
each of them, jointly and severally, his attorneys-in-fact,  each with the power
of  substitution,  for  him in any  and  all  capacities,  to  sign  any and all
amendments  to this  Registration  Statement  on Form S-8, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
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 of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

/s/  Brian R. Carlisle    Chairman of the Board and         November 9, 1998
----------------------    Chief Executive Officer        
(Brian R. Carlisle)       (Principal Executive Officer)  
                          

/s/  Betsy A. Lange       Vice President, Finance and       November 9, 1998
----------------------    Chief Financial Officer     
(Betsy A. Lange)          (Principal Financial and    
                          Accounting Officer)         
                          
/s/ Bruce E. Shimano      Vice President, Research and      November 9, 1998
---------------------     Development, Secretary            
(Bruce E. Shimano)        and Director                        
                          

/s/ Ronald E.F. Codd      Director                          November 9, 1998
---------------------
(Ronald E.F. Codd)

/s/  Michael P. Kelly     Director                          November 9, 1998
---------------------                                              
(Michael P. Kelly)

/s/ Cary R. Mock          Director                          November 9, 1998
---------------------                                           
(Cary R. Mock)  

/s/  John E. Pomeroy      Director                          November 9, 1998
---------------------
(John E. Pomeroy)

                                      II-5
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       ___________________________________

                                    EXHIBITS
                       ___________________________________

                       Registration Statement on Form S-8

                             Adept Technology, Inc.

                                November 9, 1998
INDEX TO EXHIBITS

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

   4.1         1998  Employee   Stock   Purchase  Plan  and  form  of  agreement
               thereunder

   5.1         Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  a  Professional
               Corporation

   23.1        Consent of Independent Accountants

   23.2        Consent of Counsel (included in Exhibit 5.1)

   24.1        Power of Attorney (see page II-5)