<PAGE>   1
   As filed with the Securities and Exchange Commission on February 11, 1997.

                                                      Registration No. 333-17657
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                        Biosite Diagnostics Incorporated
                        --------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                              33-0288606
 --------------------------------                ------------------
 (State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)

     11030 Roselle Street
     San Diego, California                             92121
 --------------------------------                ------------------
    (Address of Principal                           (Zip Code)
      Executive Offices)


         BIOSITE DIAGNOSTICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
         -------------------------------------------------------------
                            (Full title of the plan)


                                                       Copy to:
         KIM D. BLICKENSTAFF                     THOMAS E. SPARKS, JR.
  Biosite Diagnostics Incorporated           Pillsbury Madison & Sutro LLP
       11030 Roselle Street                         P.O. Box 7880
   San Diego, California 92121                San Francisco, CA  94120-7880
          (619) 455-4808                           (415) 983-1000
  --------------------------------          --------------------------------
   (Name, address and telephone
    number, including area code,
       of agent for service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
 Title of                        Amount            Proposed Maximum            Proposed                Amount of
Securities To                    To Be               Offering Price        Maximum Aggregate         Registration
Be Registered                  Registered             per Share(1)         Offering Price(1)              Fee
                                                                                                
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                        <C>                   <C>                        <C>
Common Stock,                100,000 shares             $13.00                $1,300,000                 $394
par value $.01
</TABLE>

--------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee.

                               _________________

 The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
-------------------------------------------------------------------------------


<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities act of 1933 and the Note to Part I
         of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

                 The following documents filed by Registrant with the
Securities and Exchange Commission are incorporated by reference in this
registration statement:

         (1)  Registrant's prospectus dated February 10, 1997 filed pursuant to
Rule 424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-17657 (the "Form S-1
Registration Statement")), which contains the balance sheets of the Registrant
as of December 31, 1994 and 1995 and September 30, 1996 and the related
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1995 and the nine months ended September
30, 1995 and September 30, 1996, together with the report thereon of Ernst &
Young LLP, independent auditors.

         (2)      The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed February 10, 1997.

         In additions, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities 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 a part hereof from the date of filing of such
documents.





                                      -2-
<PAGE>   3

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The financial statements of Biosite Diagnostics incorporated by
reference in this registration statement have been audited by Ernst & Young LLP,
independent auditors, to the extent indicated in their report thereon also
incorporated by reference.  Such financial statements have been incorporated
herein by reference in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.

         A member of Pillsbury Madison & Sutro LLP participating in the
consideration of legal matters relating to the Registrant's Common Stock owns
18,360 shares of the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act").  Article VII of the Registrant's
Restated Certificate of Incorporation  (Exhibit 3.(i)3 to the Form S-1
Registration Agreement) and Article V of the Registrant's Bylaws (Exhibit
3.(ii)2 to the Form S-1 Registration Agreement) provide for indemnification of
the Registrant's directors, officers, employees and other agents to the extent
and under the circumstances permitted by the Delaware General Corporation Law.
The Registrant has also entered into agreements with its directors and officers
that will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law.

         The Underwriting Agreements (Exhibit 1.1 to the Form S-1 Registration
Agreement) provide for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Act, and affords
certain rights of contribution with respect thereto.


Item 7.  Exemption from Registration Claimed.

         Not applicable.





                                      -3-
<PAGE>   4

Item 8.  Exhibits.

         See Index to Exhibits.

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:

                          (i)  To include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (iii)  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;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference 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.

                 (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.





                                      -4-
<PAGE>   5
                 (b)  The undersigned Registrant hereby further 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 foregoing provisions, 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 Act 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 Act and will be governed by the final adjudication of such
issue.

















                                      -5-
<PAGE>   6
                                   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 Diego, State of California, on February 10,
1997.


                                        BIOSITE DIAGNOSTICS INCORPORATED



                                        By  /s/ Kim D. Blickenstaff
                                          -------------------------------------
                                                Kim D. Blickenstaff
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kim D. Blickenstaff, Christopher J.
Twomey and S. Nicholas Stiso, and each of them his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective
amendments, to this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, 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 date indicated:

         Name                     Title                          Date
         ----                     -----                          ----


/s/ Kim D. Blickenstaff    President, Chief Executive
-------------------------  Officer (Principal Executive
    Kim D. Blickenstaff    Officer) and Director            February 10, 1997


/s/ Christopher J. Twomey  Vice President and Chief
-------------------------- FinancialOfficer (Principal
Christopher J. Twomey      Financial Officer and 
                           Accounting Officer)              February 10, 1997   
















                                      -6-
<PAGE>   7

         Name                     Title                          Date
         ----                     -----                          ----



/s/Timothy J. Wollaeger      Chairman of the Board           February 10, 1997
--------------------------   Timothy J. Wollaeger



/s/Gunars E. Valkirs,Ph.D.   Director                        February 10, 1997
--------------------------
Gunars E. Valkirs, Ph.D.



/s/Thomas H. Adams, Ph.D.    Director                        February 10, 1997
--------------------------
Thomas H. Adams, Ph.D.



/s/Howard E. Greene, Jr.     Director                        February 10, 1997
--------------------------
Howard E. Greene, Jr.



/s/Frederick J. Dotzler      Director                        February 10, 1997
--------------------------
Frederick J. Dotzler



/s/Stephen K. Reidy          Director                        February 10, 1997
--------------------------
Stephen K. Reidy



/s/Jesse I. Treu             Director                        February 10, 1997
--------------------------
Jesse I. Treu
















                                      -7-
<PAGE>   8
                               INDEX TO EXHIBITS



Exhibit                                                      Sequentially
Number         Exhibit                                      Numbered Page
--------------------------------------------------------------------------------

4.1           Specimen Common Stock Certificate                  *

5.1           Opinion regarding legality of                      --
              securities to be offered.

23.1          Consent of Ernst & Young LLP,                      --
              Independent Auditors.

23.2          Consent of Pillsbury Madison &
              Sutro LLP (included in Exhibit 5.1).

24.1          Power of Attorney (see page 6).
















__________________________________

*         Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1, No. 333-17657.

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16741}]
{"company-data": {"conformed-name": "BIOSITE DIAGNOSTICS INC", "cik": "0000834306", "assigned-sic": "2835", "irs-number": "330288606", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21537", "film-number": "97523846"}, "business-address": {"street1": "11030 ROSELLE ST", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6194554808"}, "mail-address": {"street1": "11030 ROSELLE ST", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
1
   As filed with the Securities and Exchange Commission on February 11, 1997.

                                                      Registration No. 333-17657
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                        Biosite Diagnostics Incorporated
                        --------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                              33-0288606
 --------------------------------                ------------------
 (State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)

     11030 Roselle Street
     San Diego, California                             92121
 --------------------------------                ------------------
    (Address of Principal                           (Zip Code)
      Executive Offices)

         BIOSITE DIAGNOSTICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
         -------------------------------------------------------------
                            (Full title of the plan)

                                                       Copy to:
         KIM D. BLICKENSTAFF                     THOMAS E. SPARKS, JR.
  Biosite Diagnostics Incorporated           Pillsbury Madison & Sutro LLP
       11030 Roselle Street                         P.O. Box 7880
   San Diego, California 92121                San Francisco, CA  94120-7880
          (619) 455-4808                           (415) 983-1000
  --------------------------------          --------------------------------
   (Name, address and telephone
    number, including area code,
       of agent for service)

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
 Title of                        Amount            Proposed Maximum            Proposed                Amount of
Securities To                    To Be               Offering Price        Maximum Aggregate         Registration
Be Registered                  Registered             per Share(1)         Offering Price(1)              Fee
                                                                                                
-----------------------------------------------------------------------------------------------------------------
Common Stock,                100,000 shares             $13.00                $1,300,000                 $394
par value $.01
--------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee.

                               _________________

 The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
-------------------------------------------------------------------------------
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities act of 1933 and the Note to Part I
         of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

                 The following documents filed by Registrant with the
Securities and Exchange Commission are incorporated by reference in this
registration statement:

         (1)  Registrant's prospectus dated February 10, 1997 filed pursuant to
Rule 424(b) under the Securities Act of 1933 (in connection with Registrant's
Registration Statement on Form S-1, File No. 333-17657 (the "Form S-1
Registration Statement")), which contains the balance sheets of the Registrant
as of December 31, 1994 and 1995 and September 30, 1996 and the related
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1995 and the nine months ended September
30, 1995 and September 30, 1996, together with the report thereon of Ernst &
Young LLP, independent auditors.

         (2)      The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed February 10, 1997.

         In additions, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities 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 a part hereof from the date of filing of such
documents.

                                      -2-
3

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The financial statements of Biosite Diagnostics incorporated by
reference in this registration statement have been audited by Ernst & Young LLP,
independent auditors, to the extent indicated in their report thereon also
incorporated by reference.  Such financial statements have been incorporated
herein by reference in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.

         A member of Pillsbury Madison & Sutro LLP participating in the
consideration of legal matters relating to the Registrant's Common Stock owns
18,360 shares of the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act").  Article VII of the Registrant's
Restated Certificate of Incorporation  (Exhibit 3.(i)3 to the Form S-1
Registration Agreement) and Article V of the Registrant's Bylaws (Exhibit
3.(ii)2 to the Form S-1 Registration Agreement) provide for indemnification of
the Registrant's directors, officers, employees and other agents to the extent
and under the circumstances permitted by the Delaware General Corporation Law.
The Registrant has also entered into agreements with its directors and officers
that will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law.

         The Underwriting Agreements (Exhibit 1.1 to the Form S-1 Registration
Agreement) provide for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Act, and affords
certain rights of contribution with respect thereto.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      -3-
4

Item 8.  Exhibits.

         See Index to Exhibits.

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:

                          (i)  To include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (iii)  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;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference 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.

                 (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.

                                      -4-
5
                 (b)  The undersigned Registrant hereby further 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 foregoing provisions, 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 Act 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 Act and will be governed by the final adjudication of such
issue.

                                      -5-
6
                                   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 Diego, State of California, on February 10,
1997.

                                        BIOSITE DIAGNOSTICS INCORPORATED

                                        By  /s/ Kim D. Blickenstaff
                                          -------------------------------------
                                                Kim D. Blickenstaff
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kim D. Blickenstaff, Christopher J.
Twomey and S. Nicholas Stiso, and each of them his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective
amendments, to this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, 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 date indicated:

         Name                     Title                          Date
         ----                     -----                          ----

/s/ Kim D. Blickenstaff    President, Chief Executive
-------------------------  Officer (Principal Executive
    Kim D. Blickenstaff    Officer) and Director            February 10, 1997

/s/ Christopher J. Twomey  Vice President and Chief
-------------------------- FinancialOfficer (Principal
Christopher J. Twomey      Financial Officer and 
                           Accounting Officer)              February 10, 1997   

                                      -6-
7

         Name                     Title                          Date
         ----                     -----                          ----

/s/Timothy J. Wollaeger      Chairman of the Board           February 10, 1997
--------------------------   Timothy J. Wollaeger

/s/Gunars E. Valkirs,Ph.D.   Director                        February 10, 1997
--------------------------
Gunars E. Valkirs, Ph.D.

/s/Thomas H. Adams, Ph.D.    Director                        February 10, 1997
--------------------------
Thomas H. Adams, Ph.D.

/s/Howard E. Greene, Jr.     Director                        February 10, 1997
--------------------------
Howard E. Greene, Jr.

/s/Frederick J. Dotzler      Director                        February 10, 1997
--------------------------
Frederick J. Dotzler

/s/Stephen K. Reidy          Director                        February 10, 1997
--------------------------
Stephen K. Reidy

/s/Jesse I. Treu             Director                        February 10, 1997
--------------------------
Jesse I. Treu

                                      -7-
8
                               INDEX TO EXHIBITS

Exhibit                                                      Sequentially
Number         Exhibit                                      Numbered Page
--------------------------------------------------------------------------------

4.1           Specimen Common Stock Certificate                  *

5.1           Opinion regarding legality of                      --
              securities to be offered.

23.1          Consent of Ernst & Young LLP,                      --
              Independent Auditors.

23.2          Consent of Pillsbury Madison &
              Sutro LLP (included in Exhibit 5.1).

24.1          Power of Attorney (see page 6).

__________________________________

*         Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1, No. 333-17657.

                                      -8-