Registration No._________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            Network Peripherals Inc.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                       77-0216135
- ---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. employer identification no.)
of incorporation or organization)

                             1371 McCarthy Boulevard
                           Milpitas, California 95035
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            Network Peripherals Inc.
                       1996 Nonstatutory Stock Option Plan
               ---------------------------------------------------
                            (Full title of the plan)

                                Pauline Lo Alker
                      President and Chief Executive Officer
                            Network Peripherals Inc.
                             1371 McCarthy Boulevard
                           Milpitas, California 95035
               ---------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  408/321-7300

This registration statement, including all exhibits and attachments,  contains 9
pages.  The exhibit index may be found on page 7 of the  consecutively  numbered
pages of the registration statement.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                        1

<PAGE>

- --------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------


                                       Proposed    Proposed       
Title of                               maximum     maximum
securities              Amount         offering    aggregate       Amount of
to be                   to be          price per   offering        registration
registered              registered     share(1)    price(1)        fee
- --------------------------------------------------------------------------------


1996 Nonstatutory Stock Option Plan
- -----------------------------------
Common Stock            680,039        $14.69       $9,989,772.91   $3,444.77
Par Value $0.001        319,961        $12.67       $4,053,905.87   $1,397.91
(including options to
acquire such Common Stock)

TOTAL                 1,000,000                    $14,043,678.78   $4,842.68


                ------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference

          Network  Peripherals  Inc.  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

          (a) The Company's  latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  containing  audited  financial  statements  for the Company's
latest fiscal year ended December 31, 1995 as filed with the Commission.

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

- ---------------------
(1)  Estimated  pursuant to Rule 457  solely for  purposes  of  calculating  the
registration fee and subject to the minimum registration fee of $100 pursuant to
Section 6(b) of the Securities Act of 1933, as amended.  As to shares subject to
outstanding  options,  the price is based  upon the  weighted  average  exercise
price.  As to the remaining  shares,  the price is based upon the average of the
high and low prices of the Common  Stock on September  19, 1996,  as reported on
the National Association of Securities Dealers Automated Quotations System.

                                        2
<PAGE>

          (c) The  description  of the Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed  under the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
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.

Item 4.   Description of Securities

          The class of securities  to be offered is registered  under Section 12
of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

          The validity of the shares of Common Stock to be offered hereunder has
been passed upon for the Company by Gray Cary Ware & Freidenrich, A Professional
Corporation.  As of  September  18, 1996  certain  attorneys of Gray Cary Ware &
Freidenrich, A Professional Corporation,  owned 2,054 shares of the Common Stock
of the Company.

Item 6.   Indemnification of Directors and Officers

          Delaware  law  authorizes   corporations  to  eliminate  the  personal
liability of  directors  to  corporations  and their  stockholders  for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant   statute  does  not  change   directors'  duty  of  care,  it  enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  The statute has no effect on directors' duty of loyalty, acts or
omissions  not in good  faith or  involving  intentional  misconduct  or knowing
violations of law,  illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.

          The Company has adopted provisions in its Certificate of Incorporation
which  eliminate the personal  liability of its directors to the Company and its
stockholders  for monetary damages for breach or alleged breach of their duty of
care. The By-Laws of the Company provide for  indemnification  of its directors,
officers,  employees  and agents to the full  extent  permitted  by the  General
Corporation Law of the State of Delaware,  the Company's state of incorporation,
including  those  circumstances  in which  indemnification  would  otherwise  be
discretionary  under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for  indemnification  in terms sufficiently broad
to indemnify such  individuals,  under certain  circumstances,  for  liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.

                                        3
<PAGE>

Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

          See Exhibit Index.

Item 9.   Undertakings

          (a)     Rule 415 Offering

                  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)(l)(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 Exchange  Act 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.

          (b)     Filing  incorporating  subsequent  Exchange  Act  documents by
                  reference

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the registrant's

                                        4
<PAGE>

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.

          (h)     Request  for  acceleration  of  effective  date or  filing  of
                  registration statement on Form S-8

                  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.


                                    SIGNATURE

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, 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 Milpitas, State of California, on September 18,
1996.

                                 Network Peripherals Inc.


                                        /s/ Pauline Lo Alker
                                 By:
                                      ------------------------------------------
                                          Pauline Lo Alker, President and Chief
                                          Executive Officer

                                        5
<PAGE>

                                POWER OF ATTORNEY

         The officers and directors of Network Peripherals Inc. whose signatures
appear below,  hereby  constitute and appoint  Pauline Lo Alker and Truman Cole,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this  registration  statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their, her or his substitutes,  shall do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on September 18, 1996.


Signature                        Title
- ----------------------------------------------------------------------------




/s/ Pauline Lo Alker
- -------------------------
Pauline Lo Alker                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)

/s/ Truman Cole
- -------------------------
Truman Cole                      Vice President, Finance and Chief Financial
                                 Officer (Principal Financial and Accounting
                                 Officer)
/s/ Glenn Penisten
- -------------------------
Glenn Penisten                   Chairman of the Board of Directors



- -------------------------
Ann S. Bowers                    Director


/s/ Kenneth Levy
- -------------------------
Kenneth Levy                     Director


/s/ William P. Tai
- -------------------------
William P. Tai                   Director



                                  6

<PAGE>


                                  EXHIBIT INDEX


4.1.      Amended and Restated  Certificate of  Incorporation  of the Company is
          incorporated by reference to Exhibit 3.1 to the Company's Registration
          Statement  on  Form  S-1  filed  with  the   Securities  and  Exchange
          Commission on April 28, 1994 (File No. 33-78350)

4.2.      Bylaws of the Company is  incorporated  by reference to Exhibit 3.2 to
          the  Company's  Registration  Statement  on Form  S-1  filed  with the
          Securities  and  Exchange  Commission  on April  28,  1994  (File  No.
          33-78350)

4.3.      Fourth Amended and Restated  Investor Rights  Agreement dated July 15,
          1993 is  incorporated  by  reference  to Exhibit 4.1 to the  Company's
          Registration  Statement  on Form S-1  filed  with the  Securities  and
          Exchange Commission on April 28, 1994 (File No. 33-78350)

5         Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5)

23.2      Consent of Independent Accountants

24        Power of Attorney  (included in signature  pages to this  registration
          statement)


                                        7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15975}]
{"company-data": {"conformed-name": "NETWORK PERIPHERALS INC", "cik": "0000922521", "assigned-sic": "3576", "irs-number": "770216135", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12647", "film-number": "96634351"}, "business-address": {"street1": "1371 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4083217300"}, "mail-address": {"street1": "1371 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
Registration No._________________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            Network Peripherals Inc.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                       77-0216135
- ---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. employer identification no.)
of incorporation or organization)

                             1371 McCarthy Boulevard
                           Milpitas, California 95035
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            Network Peripherals Inc.
                       1996 Nonstatutory Stock Option Plan
               ---------------------------------------------------
                            (Full title of the plan)

                                Pauline Lo Alker
                      President and Chief Executive Officer
                            Network Peripherals Inc.
                             1371 McCarthy Boulevard
                           Milpitas, California 95035
               ---------------------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  408/321-7300

This registration statement, including all exhibits and attachments,  contains 9
pages.  The exhibit index may be found on page 7 of the  consecutively  numbered
pages of the registration statement.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                        1
- --------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------

                                       Proposed    Proposed       
Title of                               maximum     maximum
securities              Amount         offering    aggregate       Amount of
to be                   to be          price per   offering        registration
registered              registered     share(1)    price(1)        fee
- --------------------------------------------------------------------------------

1996 Nonstatutory Stock Option Plan
- -----------------------------------
Common Stock            680,039        $14.69       $9,989,772.91   $3,444.77
Par Value $0.001        319,961        $12.67       $4,053,905.87   $1,397.91
(including options to
acquire such Common Stock)

TOTAL                 1,000,000                    $14,043,678.78   $4,842.68

                ------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference

          Network  Peripherals  Inc.  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

          (a) The Company's  latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  containing  audited  financial  statements  for the Company's
latest fiscal year ended December 31, 1995 as filed with the Commission.

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

- ---------------------
(1)  Estimated  pursuant to Rule 457  solely for  purposes  of  calculating  the
registration fee and subject to the minimum registration fee of $100 pursuant to
Section 6(b) of the Securities Act of 1933, as amended.  As to shares subject to
outstanding  options,  the price is based  upon the  weighted  average  exercise
price.  As to the remaining  shares,  the price is based upon the average of the
high and low prices of the Common  Stock on September  19, 1996,  as reported on
the National Association of Securities Dealers Automated Quotations System.

                                        2
(c) The  description  of the Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed  under the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
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.

Item 4.   Description of Securities

          The class of securities  to be offered is registered  under Section 12
of the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

          The validity of the shares of Common Stock to be offered hereunder has
been passed upon for the Company by Gray Cary Ware & Freidenrich, A Professional
Corporation.  As of  September  18, 1996  certain  attorneys of Gray Cary Ware &
Freidenrich, A Professional Corporation,  owned 2,054 shares of the Common Stock
of the Company.

Item 6.   Indemnification of Directors and Officers

          Delaware  law  authorizes   corporations  to  eliminate  the  personal
liability of  directors  to  corporations  and their  stockholders  for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant   statute  does  not  change   directors'  duty  of  care,  it  enables
corporations to limit available relief to equitable  remedies such as injunction
or rescission.  The statute has no effect on directors' duty of loyalty, acts or
omissions  not in good  faith or  involving  intentional  misconduct  or knowing
violations of law,  illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.

          The Company has adopted provisions in its Certificate of Incorporation
which  eliminate the personal  liability of its directors to the Company and its
stockholders  for monetary damages for breach or alleged breach of their duty of
care. The By-Laws of the Company provide for  indemnification  of its directors,
officers,  employees  and agents to the full  extent  permitted  by the  General
Corporation Law of the State of Delaware,  the Company's state of incorporation,
including  those  circumstances  in which  indemnification  would  otherwise  be
discretionary  under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for  indemnification  in terms sufficiently broad
to indemnify such  individuals,  under certain  circumstances,  for  liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.

                                        3
Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

          See Exhibit Index.

Item 9.   Undertakings

          (a)     Rule 415 Offering

                  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)(l)(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 Exchange  Act 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.

          (b)     Filing  incorporating  subsequent  Exchange  Act  documents by
                  reference

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the registrant's

                                        4
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.

          (h)     Request  for  acceleration  of  effective  date or  filing  of
                  registration statement on Form S-8

                  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.

                                    SIGNATURE

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, 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 Milpitas, State of California, on September 18,
1996.

                                 Network Peripherals Inc.

                                        /s/ Pauline Lo Alker
                                 By:
                                      ------------------------------------------
                                          Pauline Lo Alker, President and Chief
                                          Executive Officer

                                        5
POWER OF ATTORNEY

         The officers and directors of Network Peripherals Inc. whose signatures
appear below,  hereby  constitute and appoint  Pauline Lo Alker and Truman Cole,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this  registration  statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their, her or his substitutes,  shall do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on September 18, 1996.

Signature                        Title
- ----------------------------------------------------------------------------

/s/ Pauline Lo Alker
- -------------------------
Pauline Lo Alker                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)

/s/ Truman Cole
- -------------------------
Truman Cole                      Vice President, Finance and Chief Financial
                                 Officer (Principal Financial and Accounting
                                 Officer)
/s/ Glenn Penisten
- -------------------------
Glenn Penisten                   Chairman of the Board of Directors

- -------------------------
Ann S. Bowers                    Director

/s/ Kenneth Levy
- -------------------------
Kenneth Levy                     Director

/s/ William P. Tai
- -------------------------
William P. Tai                   Director

                                  6
EXHIBIT INDEX

4.1.      Amended and Restated  Certificate of  Incorporation  of the Company is
          incorporated by reference to Exhibit 3.1 to the Company's Registration
          Statement  on  Form  S-1  filed  with  the   Securities  and  Exchange
          Commission on April 28, 1994 (File No. 33-78350)

4.2.      Bylaws of the Company is  incorporated  by reference to Exhibit 3.2 to
          the  Company's  Registration  Statement  on Form  S-1  filed  with the
          Securities  and  Exchange  Commission  on April  28,  1994  (File  No.
          33-78350)

4.3.      Fourth Amended and Restated  Investor Rights  Agreement dated July 15,
          1993 is  incorporated  by  reference  to Exhibit 4.1 to the  Company's
          Registration  Statement  on Form S-1  filed  with the  Securities  and
          Exchange Commission on April 28, 1994 (File No. 33-78350)

5         Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5)

23.2      Consent of Independent Accountants

24        Power of Attorney  (included in signature  pages to this  registration
          statement)

                                        7