As filed with the Securities and Exchange Commission on August 10, 2000

                                                   Registration No. 333-_______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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


                         MEMC Electronic Materials, Inc.
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                              56-1505767
----------------------------                                -------------------
(State or Other Jurisdiction                                (IRS Employer
 of Incorporation)                                          Identification No.)

                       501 Pearl Drive (City of O'Fallon)
                           St. Peters, Missouri 63376
                                 (636) 474-5500
               ---------------------------------------------------
                    (Address of Principal Executive Offices,
                               Including Zip Code)

                         MEMC Electronic Materials, Inc.
                           1995 Equity Incentive Plan,
                    as Amended and Restated on August 3, 2000
               --------------------------------------------------
                            (Full Title of the Plan)

                               Helene F. Hennelly
             Corporate Vice President, General Counsel and Secretary
                         MEMC Electronic Materials, Inc.
                       501 Pearl Drive (City of O'Fallon)
                           St. Peters, Missouri 63376
                                 (636) 474-5500
               ---------------------------------------------------
                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)


                        Copies of all correspondence to:

                               LaDawn Naegle, Esq.
                                 Bryan Cave LLP
                         700 13th Street NW, Suite 700
                            Washington, DC 20005-3960
                                 (202) 508-6000

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

<S>                     <C>               <C>                 <C>                   <C>
Title of Securities                         Proposed             Proposed              Amount
    To Be                  Amount            Maximum              Maximum                of
 Registered                To Be          Offering Price         Aggregate          Registration
                        Registered(1)      Per Share(2)      Offering Price(2)          Fee
-------------------------------------------------------------------------------------------------

Common Stock,
par value $.01           3,600,000            $15.75            $56,700,000          $14,969
per share


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

<FN>
(1)  Pursuant to Rule 416,  includes  such  additional  indeterminate  number of
     shares as may be issuable pursuant to the  anti-dilution  provisions of the
     Plan.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
     pursuant to Rule 457(c),  based upon the average of the high and low prices
     of the Common  Stock on August 7, 2000,  as  reported by the New York Stock
     Exchange.
</FN>
</TABLE>
<PAGE>
                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information  required by Part I of Form S-8 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, as amended  ("Securities  Act"),  and
the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

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

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,   which  previously  have  been  filed  by  MEMC
Electronic  Materials,  Inc. (the  "Company")  with the  Securities and Exchange
Commission (the  "Commission"),  are incorporated herein by reference and made a
part hereof:

     (1)  Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

     (2)  Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
          2000 and June 30, 2000.

     (3)  The   description   of  the  Company's   Common  Stock   contained  in
          Registration  Statement on Form 8-A, filed with the Commission on June
          21, 1995.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the  "Securities  Exchange Act"),  subsequent to the date hereof,  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
hereby 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.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  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  incorporated or
deemed to be  incorporated  herein by  reference  modifies  or  supersedes  such
statement.  Any  statement  contained  herein  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in any subsequently filed document incorporated or deemed to
be incorporated  herein by reference modifies or supersedes such statement.  Any
such  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.

     None.

Item 6.  Indemnification of Directors and Officers.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  permits  a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The Company's  Restated  Certificate of Incorporation  contains such a
provision.

     Section  145  of the  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation -- a "derivative  action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best  interests of the  corporation,  and with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except  that  indemnification  only  extends  to  expenses  (including
attorneys'  fees)  incurred in  connection  with defense or  settlement  of such
action,  and  the  statute  requires  court  approval  before  there  can be any
indemnification  where the person seeking  indemnification has been found liable
to the corporation. The Company's Restated Certificate of Incorporation contains
such a provision.

     The Company  has in effect a directors  and  officers  liability  insurance
policy  indemnifying  the  directors  and  officers  of the  Company for certain
liabilities incurred by them, including liabilities under the Securities Act and
the Securities Exchange Act. The Company pays the entire premium of this policy.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

         No.      Description
         ---      -------------------------------------------------------------

         5        Opinion of Bryan Cave LLP

         23.1     Consent of KPMG LLP

         23.2     Consent of KPMG San Tong Corp.

         23.3     Consent of KPMG Certified Public Accountants

         23.4     Consent of Bryan Cave LLP (included in Exhibit 5 hereto)

         24       Power of Attorney (included on signature page)

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this Registration Statement to include
     any  material  information  with  respect to the plan of  distribution  not
     previously disclosed in this Registration  Statement or any material change
     to such information in this 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) The undersigned  Registrant hereby undertakes that, for the 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 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 that 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  of 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.

<PAGE>
                                   SIGNATURES

     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, on August 3, 2000.

                                    MEMC ELECTRONIC MATERIALS, INC.

                                    By:  /s/ Klaus R. von Horde
                                       ----------------------------------------
                                       Klaus R. von Horde
                                       President, Chief Executive Officer and
                                       Director

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints James M. Stolze and Helene F. Hennelly,
and each of them  (with  full  power to act  alone),  his or her true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name, place, and stead, in any
and all  capacities  to sign any and all  amendments  (including  post-effective
amendments) to this Form S-8 and any other documents and instruments  incidental
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  and/or  any  of  them,  or  their  or his or her
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 Form S-8 has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.

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

/s/ Klaus R. von Horde
------------------------    President, Chief Executive Officer   August 3, 2000
Klaus R. von Horde          and Director
                            (Principal executive officer)


/s/ James M. Stolze
------------------------    Executive Vice President and Chief
James M. Stolze             Financial Officer                    August 3, 2000
                            (Principal financial and accounting
                               officer)


/s/ Hans Michael Gaul
------------------------
Dr. Hans Michael Gaul       Director                             August 3, 2000


/s/ Helmut Mamsch
------------------------
Helmut Mamsch               Director                             August 3, 2000


/s/ Willem D. Maris
------------------------
Willem D. Maris             Director                             August 3, 2000


/s/ Alfred Oberholz
------------------------
Dr. Alfred Oberholz         Director                             August 3, 2000


/s/ Paul T. O'Brien
------------------------
Paul T. O'Brien             Director                             August 3, 2000


/s/ Michael B. Smith
------------------------
Michael B. Smith            Director                             August 3, 2000



                                  Exhibit Index

Exhibit No.            Description
-----------            -------------------------------------------------------

5                      Opinion of Bryan Cave LLP

23.1                   Consent of KPMG LLP

23.2                   Consent of KPMG San Tong Corp.

23.3                   Consent of KPMG Certified Public Accountants

23.4                   Consent of Bryan Cave LLP (included in Exhibit 5 hereto)

24                     Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16855}]
{"company-data": {"conformed-name": "MEMC ELECTRONIC MATERIALS INC", "cik": "0000945436", "assigned-sic": "3674", "irs-number": "561505767", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43474", "film-number": "691853"}, "business-address": {"street1": "501 PEARL DR", "city": "ST PETERS", "state": "MO", "zip": "63376", "phone": "3142795500"}}
As filed with the Securities and Exchange Commission on August 10, 2000

                                                   Registration No. 333-_______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

                         MEMC Electronic Materials, Inc.
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                              56-1505767
----------------------------                                -------------------
(State or Other Jurisdiction                                (IRS Employer
 of Incorporation)                                          Identification No.)

                       501 Pearl Drive (City of O'Fallon)
                           St. Peters, Missouri 63376
                                 (636) 474-5500
               ---------------------------------------------------
                    (Address of Principal Executive Offices,
                               Including Zip Code)

                         MEMC Electronic Materials, Inc.
                           1995 Equity Incentive Plan,
                    as Amended and Restated on August 3, 2000
               --------------------------------------------------
                            (Full Title of the Plan)

                               Helene F. Hennelly
             Corporate Vice President, General Counsel and Secretary
                         MEMC Electronic Materials, Inc.
                       501 Pearl Drive (City of O'Fallon)
                           St. Peters, Missouri 63376
                                 (636) 474-5500
               ---------------------------------------------------
                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)

                        Copies of all correspondence to:

                               LaDawn Naegle, Esq.
                                 Bryan Cave LLP
                         700 13th Street NW, Suite 700
                            Washington, DC 20005-3960
                                 (202) 508-6000
CALCULATION OF REGISTRATION FEE
Title of Securities                         Proposed             Proposed              Amount
    To Be                  Amount            Maximum              Maximum                of
 Registered                To Be          Offering Price         Aggregate          Registration
                        Registered(1)      Per Share(2)      Offering Price(2)          Fee
-------------------------------------------------------------------------------------------------

Common Stock,
par value $.01           3,600,000            $15.75            $56,700,000          $14,969
per share

-------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416,  includes  such  additional  indeterminate  number of
     shares as may be issuable pursuant to the  anti-dilution  provisions of the
     Plan.

(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
     pursuant to Rule 457(c),  based upon the average of the high and low prices
     of the Common  Stock on August 7, 2000,  as  reported by the New York Stock
     Exchange.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information  required by Part I of Form S-8 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, as amended  ("Securities  Act"),  and
the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Information  required by Part I of Form S-8 to be  contained in the Section
10(a) prospectus is omitted from this registration  statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,   which  previously  have  been  filed  by  MEMC
Electronic  Materials,  Inc. (the  "Company")  with the  Securities and Exchange
Commission (the  "Commission"),  are incorporated herein by reference and made a
part hereof:

     (1)  Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

     (2)  Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
          2000 and June 30, 2000.

     (3)  The   description   of  the  Company's   Common  Stock   contained  in
          Registration  Statement on Form 8-A, filed with the Commission on June
          21, 1995.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the  "Securities  Exchange Act"),  subsequent to the date hereof,  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
hereby 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.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  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  incorporated or
deemed to be  incorporated  herein by  reference  modifies  or  supersedes  such
statement.  Any  statement  contained  herein  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in any subsequently filed document incorporated or deemed to
be incorporated  herein by reference modifies or supersedes such statement.  Any
such  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.

     None.

Item 6.  Indemnification of Directors and Officers.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  permits  a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The Company's  Restated  Certificate of Incorporation  contains such a
provision.

     Section  145  of the  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation -- a "derivative  action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best  interests of the  corporation,  and with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except  that  indemnification  only  extends  to  expenses  (including
attorneys'  fees)  incurred in  connection  with defense or  settlement  of such
action,  and  the  statute  requires  court  approval  before  there  can be any
indemnification  where the person seeking  indemnification has been found liable
to the corporation. The Company's Restated Certificate of Incorporation contains
such a provision.

     The Company  has in effect a directors  and  officers  liability  insurance
policy  indemnifying  the  directors  and  officers  of the  Company for certain
liabilities incurred by them, including liabilities under the Securities Act and
the Securities Exchange Act. The Company pays the entire premium of this policy.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

         No.      Description
         ---      -------------------------------------------------------------

         5        Opinion of Bryan Cave LLP

         23.1     Consent of KPMG LLP

         23.2     Consent of KPMG San Tong Corp.

         23.3     Consent of KPMG Certified Public Accountants

         23.4     Consent of Bryan Cave LLP (included in Exhibit 5 hereto)

         24       Power of Attorney (included on signature page)

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this Registration Statement to include
     any  material  information  with  respect to the plan of  distribution  not
     previously disclosed in this Registration  Statement or any material change
     to such information in this 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) The undersigned  Registrant hereby undertakes that, for the 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 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 that 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  of 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.
SIGNATURES

     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, on August 3, 2000.

                                    MEMC ELECTRONIC MATERIALS, INC.

                                    By:  /s/ Klaus R. von Horde
                                       ----------------------------------------
                                       Klaus R. von Horde
                                       President, Chief Executive Officer and
                                       Director

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints James M. Stolze and Helene F. Hennelly,
and each of them  (with  full  power to act  alone),  his or her true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name, place, and stead, in any
and all  capacities  to sign any and all  amendments  (including  post-effective
amendments) to this Form S-8 and any other documents and instruments  incidental
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  and/or  any  of  them,  or  their  or his or her
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 Form S-8 has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.

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

/s/ Klaus R. von Horde
------------------------    President, Chief Executive Officer   August 3, 2000
Klaus R. von Horde          and Director
                            (Principal executive officer)

/s/ James M. Stolze
------------------------    Executive Vice President and Chief
James M. Stolze             Financial Officer                    August 3, 2000
                            (Principal financial and accounting
                               officer)

/s/ Hans Michael Gaul
------------------------
Dr. Hans Michael Gaul       Director                             August 3, 2000

/s/ Helmut Mamsch
------------------------
Helmut Mamsch               Director                             August 3, 2000

/s/ Willem D. Maris
------------------------
Willem D. Maris             Director                             August 3, 2000

/s/ Alfred Oberholz
------------------------
Dr. Alfred Oberholz         Director                             August 3, 2000

/s/ Paul T. O'Brien
------------------------
Paul T. O'Brien             Director                             August 3, 2000

/s/ Michael B. Smith
------------------------
Michael B. Smith            Director                             August 3, 2000

                                  Exhibit Index

Exhibit No.            Description
-----------            -------------------------------------------------------

5                      Opinion of Bryan Cave LLP

23.1                   Consent of KPMG LLP

23.2                   Consent of KPMG San Tong Corp.

23.3                   Consent of KPMG Certified Public Accountants

23.4                   Consent of Bryan Cave LLP (included in Exhibit 5 hereto)

24                     Power of Attorney (included on signature page)