As filed with the Securities and Exchange Commission on October 18, 1999
                                           Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ----------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                           MICREL, INCORPORATED
          (Exact Name of Registrant as Specified in Its Charter)

          California                                  94-2526744
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                   Identification Number)

                            1849 Fortune Drive
                        San Jose, California 95131
        (Address of Principal Executive Office, Including Zip Code)

                           MICREL, INCORPORATED
                          1994 STOCK OPTION PLAN
                         (Full Title of the Plans)

                          Richard D. Crowley, Jr.
                          Chief Financial Officer
                           Micrel, Incorporated
                            1849 Fortune Drive
                        San Jose, California 95131
                  (Name and Address of Agent for Service)

                              (408) 944-0800
       (Telephone Number, Including Area Code, of Agent for Service)

                                 Copy to:
                         Stephen J. Schrader, Esq.
                         Morrison & Foerster LLP
                            755 Page Mill Road
                        Palo Alto, California 94304

<TABLE>
===========================================================================
                      CALCULATION OF REGISTRATION FEE
===========================================================================
<S>               <C>           <C>            <C>             <C>
                                  Proposed       Proposed
    Title of                       maximum        maximum
   securities         Amount      offering       aggregate        Amount
      to be           to be       price per      offering      Registration
   registered      registered     share (1)      price (1)          Fee
---------------   -----------   ------------   -------------   ------------
  Common Stock     4,000,000      $ 43.969     $ 175,876,000     $ 48,894
===========================================================================

(1)   Estimated solely for the purpose of calculating the registration fee
      in accordance with Rules 457(h) and (c) under the Securities Act of
      1933, based upon an average of the high and low prices of
      Micrel, Incorporated common stock reported on the Nasdaq National
      Market on October 13, 1999.
</TABLE>
                                     1
<PAGE>


                                   PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities
and Exchange Commission Rule 428(b)(1).  Such documents need not be filed
with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.  These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   The following documents filed by Micrel, Incorporated (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

   (a)   The Registrant's Annual Report on Form 10-K (the "Annual Report"),
which includes audited financial statements for the Registrant's latest
fiscal year ending December 31, 1998.

   (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999.

   (c)   The description of the Registrant's Common Stock which is
contained in its Registration Statement on Form 8-A filed December 6, 1994,
including any amendment or report filed for the purpose of updating such
description.

   All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

   Not applicable.

Item 5.   Interests of Named Experts and Counsel.

   Not applicable.


                                     2
<PAGE>

Item 6.   Indemnification of Directors and Officers.

   The Registrant's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees and other agents to the fullest extent permitted by California
law.  The Registrant is also empowered under its Bylaws to enter into
indemnification agreements with its directors and officers and to purchase
insurance on behalf of any person whom it is required or permitted to
indemnify.  The Registrant has entered into indemnification agreements with
each of its directors and executive officers.

   In addition, the Registrant's Restated Articles of Incorporation provide
that the liability of the Registrant's directors for monetary damages shall
be eliminated to the fullest extent permissible under California law.  This
provision in the Restated Articles of Incorporation does not eliminate a
director's duty of care, and in appropriate circumstances equitable
remedies such as an injunction or other forms of non-monetary relief will
remain available under California law.  Each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, for acts or omission not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the
director believes to be contrary to the best interests of the Registrant or
its shareholders, for any transaction from which the director derived an
improper personal benefit, for improper transactions between the director
and the Registrant and for improper distributions to shareholders and loans
to directors and officers.  This provision also does not affect a
director's responsibilities under any laws, such as the federal securities
laws or state or federal environmental laws.

   The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify
such persons against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a
derivative action) in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the
fact that such person is or was a director or officer of the Registrant or
any of its affiliated enterprises, provided such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  The indemnification agreement also sets forth certain procedures
that will apply in the event of a claim for indemnification thereunder.

Item 7.   Exemption From Registration Claimed.
   Not applicable.

Item 8.   Exhibits.

   Exhibit
   Number     Description
   -------    -----------

    5.1       Opinion of Morrison & Foerster LLP.

   23.1       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

   23.2       Independent Auditors Consent

   25.1       Power of Attorney (contained in the signature page hereto)


                                     3
<PAGE>

Item 9.   Undertakings.

   The undersigned Registrant hereby undertakes:

    (i)   to file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement
          and to include any material information with respect to the plan
          of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

    (ii)  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;

    (iii) 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.

   The undersigned Registrant hereby further 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 Securities Exchange Act of 1934 (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 this 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.

                                SIGNATURES
                                ----------


   Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Micrel, Incorporated, 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 October 18, 1999.

                                           MICREL, INCORPORATED


                                           By:/s/ Raymond D. Zinn
                                              -------------------
                                                Raymond D. Zinn
                                              President and Chief
                                               Executive Officer


                                     4
<PAGE>


                             POWER OF ATTORNEY

   Each person whose signature appears below constitutes and appoints
Raymond D. Zinn and Richard D. Crowley, Jr., and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and
all capacities, to sign any amendment 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 to said
attorneys-in-fact, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming the said attorney-in-fact or his
substitute or substitutes, may lawfully 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.


Signature                    Capacity                      Date
--------------------------   ---------------------------   ----------------

/s/ Raymond D. Zinn          President, Chief Executive   October 18, 1999
--------------------------   Officer and Chairman of
    Raymond D. Zinn          the Board of Directors
                            (Principal Executive Officer)


/s/ Richard D. Crowley, Jr.  Vice President, Finance      October 18, 1999
--------------------------   and Chief Financial Officer
    Richard D. Crowley, Jr.  Principal Financial and
                             Accounting Officer)


/s/ Warren H. Muller         Vice President, Secretary    October 18, 1999
--------------------------   and Director
    Warren H. Muller


/s/ George Kelly             Director                     October 18, 1999
--------------------------
    George Kelly


/s/ Dale L. Peterson         Director                     October 18, 1999
--------------------------
    Dale L. Peterson


/s/ Larry L. Hansen          Director                     October 18, 1999
--------------------------
    Larry L. Hansen


                                     5
<PAGE>


                             INDEX TO EXHIBITS
                             -----------------

   Exhibit
   Number     Description
   -------    -----------

    5.1       Opinion of Morrison & Foerster LLP.

   23.1       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

   23.2       Independent Auditors Consent

   25.1       Power of Attorney (contained in the signature page hereto)


                                     6
<PAGE>


                                                             Exhibit 23.2



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Micrel, Incorporated on Form S-8 of our reports dated January 26, 1999
(February 26, 1999 as to paragraph 2 of Note 11), appearing in the Annual
Report on Form 10-K of Micrel, Incorporated for the year ended
December 31, 1998.




DELOITTE & TOUCHE LLP

San Jose, California
October 15, 1999


                                     7
<PAGE>


                                                     Exhibit 5.1


                             October 15, 1999


Micrel, Incorporated
1849 Fortune Drive
San Jose, California 95131

Ladies and Gentlemen:

   We have examined the Registration Statement on Form S-8 to be filed by
Micrel, Incorporated (the "Company") with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 4,000,000 shares of
the Company's Common Stock, no par value (the "Plan Shares") which will be
issuable under the Micrel, Incorporated 1994 Stock Option Plan (the
"Plan").

   As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the assumption of
the Plan and the authorization of the issuance of the shares of Common
Stock under the Plan and such documents as we have deemed necessary to
render this opinion.

   Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.

   We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                            Very truly yours,

                                            Morrison & Foerster LLP


                                     8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16320}]
{"company-data": {"conformed-name": "MICREL INC", "cik": "0000932111", "assigned-sic": "3674", "irs-number": "942526744", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89223", "film-number": "99729889"}, "business-address": {"street1": "1849 FORTUNE DR", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4089440800"}, "mail-address": {"street1": "1849 FORTUNE DR", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on October 18, 1999
                                           Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          ----------------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                           MICREL, INCORPORATED
          (Exact Name of Registrant as Specified in Its Charter)

          California                                  94-2526744
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                   Identification Number)

                            1849 Fortune Drive
                        San Jose, California 95131
        (Address of Principal Executive Office, Including Zip Code)

                           MICREL, INCORPORATED
                          1994 STOCK OPTION PLAN
                         (Full Title of the Plans)

                          Richard D. Crowley, Jr.
                          Chief Financial Officer
                           Micrel, Incorporated
                            1849 Fortune Drive
                        San Jose, California 95131
                  (Name and Address of Agent for Service)

                              (408) 944-0800
       (Telephone Number, Including Area Code, of Agent for Service)

                                 Copy to:
                         Stephen J. Schrader, Esq.
                         Morrison & Foerster LLP
                            755 Page Mill Road
                        Palo Alto, California 94304

===========================================================================
                      CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed       Proposed
    Title of                       maximum        maximum
   securities         Amount      offering       aggregate        Amount
      to be           to be       price per      offering      Registration
   registered      registered     share (1)      price (1)          Fee
---------------   -----------   ------------   -------------   ------------
  Common Stock     4,000,000      $ 43.969     $ 175,876,000     $ 48,894
===========================================================================

(1)   Estimated solely for the purpose of calculating the registration fee
      in accordance with Rules 457(h) and (c) under the Securities Act of
      1933, based upon an average of the high and low prices of
      Micrel, Incorporated common stock reported on the Nasdaq National
      Market on October 13, 1999.
1
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities
and Exchange Commission Rule 428(b)(1).  Such documents need not be filed
with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.  These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

   The following documents filed by Micrel, Incorporated (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

   (a)   The Registrant's Annual Report on Form 10-K (the "Annual Report"),
which includes audited financial statements for the Registrant's latest
fiscal year ending December 31, 1998.

   (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999.

   (c)   The description of the Registrant's Common Stock which is
contained in its Registration Statement on Form 8-A filed December 6, 1994,
including any amendment or report filed for the purpose of updating such
description.

   All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

   Not applicable.

Item 5.   Interests of Named Experts and Counsel.

   Not applicable.

                                     2
Item 6.   Indemnification of Directors and Officers.

   The Registrant's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees and other agents to the fullest extent permitted by California
law.  The Registrant is also empowered under its Bylaws to enter into
indemnification agreements with its directors and officers and to purchase
insurance on behalf of any person whom it is required or permitted to
indemnify.  The Registrant has entered into indemnification agreements with
each of its directors and executive officers.

   In addition, the Registrant's Restated Articles of Incorporation provide
that the liability of the Registrant's directors for monetary damages shall
be eliminated to the fullest extent permissible under California law.  This
provision in the Restated Articles of Incorporation does not eliminate a
director's duty of care, and in appropriate circumstances equitable
remedies such as an injunction or other forms of non-monetary relief will
remain available under California law.  Each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, for acts or omission not in good faith or involving intentional
misconduct or knowing violations of law, for acts or omissions that the
director believes to be contrary to the best interests of the Registrant or
its shareholders, for any transaction from which the director derived an
improper personal benefit, for improper transactions between the director
and the Registrant and for improper distributions to shareholders and loans
to directors and officers.  This provision also does not affect a
director's responsibilities under any laws, such as the federal securities
laws or state or federal environmental laws.

   The Registrant has entered into agreements with its directors and
certain of its executive officers that require the Registrant to indemnify
such persons against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a
derivative action) in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the
fact that such person is or was a director or officer of the Registrant or
any of its affiliated enterprises, provided such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  The indemnification agreement also sets forth certain procedures
that will apply in the event of a claim for indemnification thereunder.

Item 7.   Exemption From Registration Claimed.
   Not applicable.

Item 8.   Exhibits.

   Exhibit
   Number     Description
   -------    -----------

    5.1       Opinion of Morrison & Foerster LLP.

   23.1       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

   23.2       Independent Auditors Consent

   25.1       Power of Attorney (contained in the signature page hereto)

                                     3
Item 9.   Undertakings.

   The undersigned Registrant hereby undertakes:

    (i)   to file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement
          and to include any material information with respect to the plan
          of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

    (ii)  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;

    (iii) 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.

   The undersigned Registrant hereby further 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 Securities Exchange Act of 1934 (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 this 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.

                                SIGNATURES
                                ----------

   Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Micrel, Incorporated, 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 October 18, 1999.

                                           MICREL, INCORPORATED

                                           By:/s/ Raymond D. Zinn
                                              -------------------
                                                Raymond D. Zinn
                                              President and Chief
                                               Executive Officer

                                     4
POWER OF ATTORNEY

   Each person whose signature appears below constitutes and appoints
Raymond D. Zinn and Richard D. Crowley, Jr., and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and
all capacities, to sign any amendment 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 to said
attorneys-in-fact, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming the said attorney-in-fact or his
substitute or substitutes, may lawfully 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.

Signature                    Capacity                      Date
--------------------------   ---------------------------   ----------------

/s/ Raymond D. Zinn          President, Chief Executive   October 18, 1999
--------------------------   Officer and Chairman of
    Raymond D. Zinn          the Board of Directors
                            (Principal Executive Officer)

/s/ Richard D. Crowley, Jr.  Vice President, Finance      October 18, 1999
--------------------------   and Chief Financial Officer
    Richard D. Crowley, Jr.  Principal Financial and
                             Accounting Officer)

/s/ Warren H. Muller         Vice President, Secretary    October 18, 1999
--------------------------   and Director
    Warren H. Muller

/s/ George Kelly             Director                     October 18, 1999
--------------------------
    George Kelly

/s/ Dale L. Peterson         Director                     October 18, 1999
--------------------------
    Dale L. Peterson

/s/ Larry L. Hansen          Director                     October 18, 1999
--------------------------
    Larry L. Hansen

                                     5
INDEX TO EXHIBITS
                             -----------------

   Exhibit
   Number     Description
   -------    -----------

    5.1       Opinion of Morrison & Foerster LLP.

   23.1       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

   23.2       Independent Auditors Consent

   25.1       Power of Attorney (contained in the signature page hereto)

                                     6
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Micrel, Incorporated on Form S-8 of our reports dated January 26, 1999
(February 26, 1999 as to paragraph 2 of Note 11), appearing in the Annual
Report on Form 10-K of Micrel, Incorporated for the year ended
December 31, 1998.

DELOITTE & TOUCHE LLP

San Jose, California
October 15, 1999

                                     7
Exhibit 5.1

                             October 15, 1999

Micrel, Incorporated
1849 Fortune Drive
San Jose, California 95131

Ladies and Gentlemen:

   We have examined the Registration Statement on Form S-8 to be filed by
Micrel, Incorporated (the "Company") with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 4,000,000 shares of
the Company's Common Stock, no par value (the "Plan Shares") which will be
issuable under the Micrel, Incorporated 1994 Stock Option Plan (the
"Plan").

   As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the assumption of
the Plan and the authorization of the issuance of the shares of Common
Stock under the Plan and such documents as we have deemed necessary to
render this opinion.

   Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.

   We consent to the use of this opinion as an exhibit to the Registration
Statement.

                                            Very truly yours,

                                            Morrison & Foerster LLP

                                     8