Filed with the Securities and Exchange Commission on September 18, 2000
                                              Registration No. 333-_____________

                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)

                               2859 Bayview Drive
                            Fremont, California 94538
                            -------------------------
               (Address of principal executive offices) (Zip code)

                            Network Peripherals Inc.
                                 1997 Stock Plan
                                 ---------------

                                 1999 Stock Plan
                                 ---------------

                            (Full title of the plan)

                                   James Regel
                    President and Co-Chief Executive Officer
                            Network Peripherals Inc.
                               2859 Bayview Drive
                            Fremont, California 94538
                            -------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 897-5000

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


<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------

                                          CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                Proposed
                                                       Proposed maximum          maximum
    Title of securities           Amount to be          offering price          aggregate             Amount of
    to be registered(1)           registered(2)           per share(3)       offering price(3)     registration fee
----------------------------- --------------------- --------------------- ----------------------- ------------------
<S>                                <C>                     <C>                 <C>                     <C>

      1997 Stock Plan
      ---------------
        Common Stock               1,000,000               $14.03              $14,030,000             $3,703.92
      Par Value $0.001

      1999 Stock Plan
      ---------------
        Common Stock               2,500,000               $14.03              $35,075,000             $9,259.80
      Par Value $0.001

           TOTAL                   3,500,000                                   $49,105,000            $12,963.72



                                 --------------------------------------------------
</TABLE>

                                     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:

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

(1) The securities to be registered  include  options and rights to acquire such
Common Stock.

(2)  Pursuant  to Rule  416(a),  this  registration  statement  also  covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3)  Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
registration fee. The price is based upon the average of the high and low prices
of the  Common  Stock  on  September  12,  2000,  as  reported  on the  National
Association of Securities Dealers Automated Quotations System.

<PAGE>

         (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, 1999 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.

         (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

         Inapplicable.

Item 6.  Indemnification of Directors and Officers

                  Section  102(b)  of  the  Delaware  General   Corporation  Law
authorizes 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 or  alleged  breach of the
director's "duty of care." While this 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 a director's duty
of loyalty or  liability  for acts or  omissions  not in good faith or involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the Company has adopted  provisions in its  Certificate of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law 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.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware  provides  for   indemnification   the   indemnification  of  officers,
directors,  employees  and agents of a  corporation.  The Bylaws of the  Company
provide for indemnification of its directors,  officers, employees and agents to
the full extent permitted by under Delaware law,  including those  circumstances
in which  indemnification  would otherwise be discretionary  under Delaware law.
The Company's  Bylaws also empower it 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 Company has entered
into  agreements  with its directors and certain of its executive  officers that
require the Company to indemnify  such persons to the fullest  extent  permitted
under Delaware law against  expenses,  judgments,  fines,  settlements and other
amounts  actually and reasonably  incurred  (including  expenses of a derivative
action) in connection  with


<PAGE>

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 an
executive  officer of the  Company  or any of its  affiliated  enterprises.  The
indemnification  agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

                  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 of 1933, as
amended.

Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

          See Exhibit Index.

Item 9.   Undertakings

                           The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (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; and

                           (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  (1)(i)  and  (l)(ii)  do not apply if 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.

<PAGE>

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act 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 Fremont, State of California,  on September 15,
2000.

                            Network Peripherals Inc.


                            By:      /s/ James Regel
                                ----------------------------------------------
                                     James Regel,
                                     President and Co-Chief Executive Officer

<PAGE>


                                POWER OF ATTORNEY

         The officers and directors of Network Peripherals Inc. whose signatures
appear below,  hereby constitute and appoint James Regel and William Rosenberger
, 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 15, 2000.

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


  /s/ James Regel            President, Co-Chief Executive Officer and Director
--------------------------
James Regel

 /s/ William Rosenberger     Co-Chief Executive Officer and Director
--------------------------
William Rosenberger

  /s/ Glenn E. Penisten      Chairman of the Board of Directors
--------------------------
Glenn E. Penisten

  /s/ Thomas Brown           Director
--------------------------
Thomas Brown

  /s/ Charles J. Hart        Director
--------------------------
Charles J. Hart

  /s/ Michael Gardner        Director
--------------------------
Michael Gardner


<PAGE>


                                  EXHIBIT INDEX

4.1      Amended and Restated  Certificate  of  Incorporation  of the Company is
         incorporated by reference to Exhibit 4.1 to the Company's  Registration
         Statement on Form S-8 filed with the Securities and Exchange Commission
         on July 25, 1997 (File No. 333-32067)

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      Certificate  of  Amendment  of  the  Certificate  of  Incorporation  is
         incorporated  by  reference to Exhibit 3.3 in the  Company's  Quarterly
         Report on Form 10-Q for the period  ended June 30,  2000 filed with the
         Securities and Exchange Commission on August 11, 2000.

5        Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of PricewaterhouseCoopers LLP

24       Power of Attorney  (included  in signature  pages to this  registration
         statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16469}]
{"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": "333-45964", "film-number": "724316"}, "business-address": {"street1": "2859 BAYVIEW DR", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5108975000"}, "mail-address": {"street1": "2859 BAYVIEW DR", "city": "FREMONT", "state": "CA", "zip": "94538"}}
Filed with the Securities and Exchange Commission on September 18, 2000
                                              Registration No. 333-_____________

                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)

                               2859 Bayview Drive
                            Fremont, California 94538
                            -------------------------
               (Address of principal executive offices) (Zip code)

                            Network Peripherals Inc.
                                 1997 Stock Plan
                                 ---------------

                                 1999 Stock Plan
                                 ---------------

                            (Full title of the plan)

                                   James Regel
                    President and Co-Chief Executive Officer
                            Network Peripherals Inc.
                               2859 Bayview Drive
                            Fremont, California 94538
                            -------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 897-5000

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

                                          CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
Proposed
                                                       Proposed maximum          maximum
    Title of securities           Amount to be          offering price          aggregate             Amount of
    to be registered(1)           registered(2)           per share(3)       offering price(3)     registration fee
----------------------------- --------------------- --------------------- ----------------------- ------------------
1997 Stock Plan
      ---------------
        Common Stock               1,000,000               $14.03              $14,030,000             $3,703.92
      Par Value $0.001

      1999 Stock Plan
      ---------------
        Common Stock               2,500,000               $14.03              $35,075,000             $9,259.80
      Par Value $0.001

           TOTAL                   3,500,000                                   $49,105,000            $12,963.72

                                 --------------------------------------------------
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:

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

(1) The securities to be registered  include  options and rights to acquire such
Common Stock.

(2)  Pursuant  to Rule  416(a),  this  registration  statement  also  covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3)  Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
registration fee. The price is based upon the average of the high and low prices
of the  Common  Stock  on  September  12,  2000,  as  reported  on the  National
Association of Securities Dealers Automated Quotations System.
(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, 1999 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.

         (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

         Inapplicable.

Item 6.  Indemnification of Directors and Officers

                  Section  102(b)  of  the  Delaware  General   Corporation  Law
authorizes 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 or  alleged  breach of the
director's "duty of care." While this 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 a director's duty
of loyalty or  liability  for acts or  omissions  not in good faith or involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the Company has adopted  provisions in its  Certificate of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law 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.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware  provides  for   indemnification   the   indemnification  of  officers,
directors,  employees  and agents of a  corporation.  The Bylaws of the  Company
provide for indemnification of its directors,  officers, employees and agents to
the full extent permitted by under Delaware law,  including those  circumstances
in which  indemnification  would otherwise be discretionary  under Delaware law.
The Company's  Bylaws also empower it 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 Company has entered
into  agreements  with its directors and certain of its executive  officers that
require the Company to indemnify  such persons to the fullest  extent  permitted
under Delaware law 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 an
executive  officer of the  Company  or any of its  affiliated  enterprises.  The
indemnification  agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

                  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 of 1933, as
amended.

Item 7.   Exemption From Registration Claimed

          Inapplicable.

Item 8.   Exhibits

          See Exhibit Index.

Item 9.   Undertakings

                           The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (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; and

                           (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  (1)(i)  and  (l)(ii)  do not apply if 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.
The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act 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 Fremont, State of California,  on September 15,
2000.

                            Network Peripherals Inc.

                            By:      /s/ James Regel
                                ----------------------------------------------
                                     James Regel,
                                     President and Co-Chief Executive Officer
POWER OF ATTORNEY

         The officers and directors of Network Peripherals Inc. whose signatures
appear below,  hereby constitute and appoint James Regel and William Rosenberger
, 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 15, 2000.

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

  /s/ James Regel            President, Co-Chief Executive Officer and Director
--------------------------
James Regel

 /s/ William Rosenberger     Co-Chief Executive Officer and Director
--------------------------
William Rosenberger

  /s/ Glenn E. Penisten      Chairman of the Board of Directors
--------------------------
Glenn E. Penisten

  /s/ Thomas Brown           Director
--------------------------
Thomas Brown

  /s/ Charles J. Hart        Director
--------------------------
Charles J. Hart

  /s/ Michael Gardner        Director
--------------------------
Michael Gardner
EXHIBIT INDEX

4.1      Amended and Restated  Certificate  of  Incorporation  of the Company is
         incorporated by reference to Exhibit 4.1 to the Company's  Registration
         Statement on Form S-8 filed with the Securities and Exchange Commission
         on July 25, 1997 (File No. 333-32067)

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      Certificate  of  Amendment  of  the  Certificate  of  Incorporation  is
         incorporated  by  reference to Exhibit 3.3 in the  Company's  Quarterly
         Report on Form 10-Q for the period  ended June 30,  2000 filed with the
         Securities and Exchange Commission on August 11, 2000.

5        Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of PricewaterhouseCoopers LLP

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