As filed with the Securities and Exchange Commission on November 27, 1996
                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                             PINNACLE SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)


       California                                         94-3003809
-----------------------                     ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            280 North Bernardo Avenue
                         Mountain View, California 94043
   (Address, including zip code, of Registrant's principal executive offices)

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

                             1996 STOCK OPTION PLAN
                       1996 SUPPLEMENTAL STOCK OPTION PLAN

                            (Full title of the plan)

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

                                 MARK L. SANDERS
                      President and Chief Executive  Officer  
                             PINNACLE SYSTEMS, INC.
                            280 North Bernardo Avenue
                         Mountain View, California 94043
                                 (415) 526-1600
(Name, address, and telephone number, including area code, of agent for service)

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

                                   Copies to:
                              ROBERT P. LATTA, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94306
                                 (415) 493-9300

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

<TABLE>
                         CALCULATION OF REGISTRATION FEE

<CAPTION>
=================================================================================================================
                                                                  Proposed         Proposed
                                                                   Maximum           Maximum         Amount of
         Title of Each Class of               Amount to be      Offering Price      Aggregate       Registration
       Securities to be Registered             Registered         Per Share      Offering Price        Fee(1)
-----------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>              <C>               <C>
Common Stock, no par value: ...........      720,000 shares       $10.1875         $7,335,000        $2,222.73

=================================================================================================================
<FN>

(1)  Calculated  in  accordance  with Rule  457(c)  solely  for the  purpose  of
     computing the amount of the  registration fee based upon the average of the
     high and low prices for the Common Stock as reported on the Nasdaq National
     Market on November 26, 1996.
</FN>
</TABLE>
================================================================================


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission by Pinnacle Systems, Inc. (the "Company") are
hereby incorporated by reference:

                 (a) The  Company's  Annual  Report on Form 10-K for the  fiscal
year ended June 30,  1996,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                 (b) The Company's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended  September  30,  1996,  filed  pursuant  to Section  13(a) of the
Exchange Act.

                 (c) The description of the Company's  Common Stock contained in
the Company's Registration Statement on Form 8-A as filed with the Commission on
September 9, 1994, pursuant to Section 12(b) of the Exchange Act.

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c),  14 and  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 in this  registration  statement and to be part
hereof from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

                 As  permitted  by  Section  204(a)  of the  California  General
Corporation  Law,  the  Registrant's  Articles  of  Incorporation   eliminate  a
director's  personal  liability for monetary  damages to the  Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty,  except for liability arising under Sections 310 and 316 of the California
General  Corporation  Law or liability  for (i) acts or  omissions  that involve
intentional  misconduct  or knowing and culpable  violation of law, (ii) acts or
omissions  that a director  believes to be contrary to the best interests of the
Registrant or its  shareholders or that involve the absence of good faith on the
part of the director,  (iii) any  transaction  from which a director  derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its  shareholders in  circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
Registrant  or its  shareholders  and (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant or its  shareholders.  This provision does not eliminate
the directors' duty of care, and in appropriate circumstances equitable remedies
such as an  injunction  or  other  forms of  non-monetary  relief  would  remain
available under California law.

                 Sections 204(a) and 317 of the California  General  Corporation
Law authorize a corporation to indemnify its directors,  officers, employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act").  The  Registrant  has  entered  into
Indemnification Agreements with its directors and executive officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.




<PAGE>


Item 8.  Exhibits.

  Exhibit
   Number  Document
  -------  --------

     4.6   1996 Stock Option Plan and form of agreement thereunder.
   
     4.7   1996 Supplemental Stock Option Plan and form of agreement thereunder.
   
     5.1   Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
           Corporation.
   
    23.1   Consent of Independent Auditors.
   
    23.2   Consent of Counsel (contained in Exhibit 5.1).
   
    24.1   Power of Attorney (see page II-3).
   

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  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in the  registration  state  ment  or any  material  change  to  such
information in the registration statement.

        (2)  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.

        (3) To remove from registration by means of 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,  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 may be permitted to directors,  officers and controlling  persons
of Registrant pursuant to the California General Corporations Code, the Restated
Articles  of  Incorporation   or  the  Bylaws  of  Registrant,   Indemnification
Agreements  entered into between  Registrant and its officers and directors,  or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
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  hereunder,  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
Securities Act and will be governed by the final adjudication of such issue.


                                      II-2


<PAGE>


                                   SIGNATURES


             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant,  Pinnacle Systems, Inc., 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 Mountain View, State of
California, on this 27th day of November, 1996.


                                  PINNACLE SYSTEMS, INC.



                                  By:  /s/ Mark L. Sanders
                                       -----------------------------------------
                                       Mark L. Sanders
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE  PRESENTS,  that each such  person  whose
signature appears below constitutes and appoints, jointly and severally, Mark L.
Sanders and Arthur D.  Chadwick  his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.



                                      II-3


<PAGE>

             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 dates indicated.


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

  /s/ Mark L. Sanders        President, Chief Executive        November 27, 1996
-------------------------      Officer and Director
(Mark L. Sanders)              (Principal Executive
                               Officer)

  /s/ Ajay Chopra            Chairman of the Board and         November 27, 1996
-------------------------      Vice President, Engineering
(Ajay Chopra)

 /s/ Arthur D. Chadwick      Vice President, Finance and       November 27, 1996
-------------------------     Administration and Chief
(Arthur D. Chadwick)          Financial Officer (Principal
                              Financial and Accounting
                              Officer)

 /s/ Nyal D. McMullin        Director                          November 27, 1996
-------------------------
(Nyal D. McMullin)

                             Director                          November 27, 1996
-------------------------
(Glenn E. Penisten)


-------------------------    Director                          November 27, 1996
(Charles J. Vaughan)

 /s/ John Lewis              Director                          November 27, 1996
-------------------------
(John Lewis)


                                      II-4


<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                             Pinnacle Systems, Inc.

                                November 27, 1996









<PAGE>


                                INDEX TO EXHIBITS



    Exhibit
    Number                            Exhibit
    -------                           -------
      4.6   1996 Stock Option Plan and form of agreement thereunder

      4.7   1996 Supplemental Stock Option Plan and form of agreement thereunder

      5.1   Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
            Corporation

     23.1   Consent of Independent Auditors

     23.2   Consent of Counsel (included in Exhibit 5.1)

     24.1   Power of Attorney  (see page II-3)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15868}]
{"company-data": {"conformed-name": "PINNACLE SYSTEMS INC", "cik": "0000774695", "assigned-sic": "3861", "irs-number": "943003809", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16999", "film-number": "96673825"}, "business-address": {"street1": "280 N BERNARDO AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4155261600"}, "mail-address": {"street1": "280 N BERNARDO AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
As filed with the Securities and Exchange Commission on November 27, 1996
                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                             PINNACLE SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

       California                                         94-3003809
-----------------------                     ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            280 North Bernardo Avenue
                         Mountain View, California 94043
   (Address, including zip code, of Registrant's principal executive offices)

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

                             1996 STOCK OPTION PLAN
                       1996 SUPPLEMENTAL STOCK OPTION PLAN

                            (Full title of the plan)

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

                                 MARK L. SANDERS
                      President and Chief Executive  Officer  
                             PINNACLE SYSTEMS, INC.
                            280 North Bernardo Avenue
                         Mountain View, California 94043
                                 (415) 526-1600
(Name, address, and telephone number, including area code, of agent for service)

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

                                   Copies to:
                              ROBERT P. LATTA, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94306
                                 (415) 493-9300

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

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                                  Proposed         Proposed
                                                                   Maximum           Maximum         Amount of
         Title of Each Class of               Amount to be      Offering Price      Aggregate       Registration
       Securities to be Registered             Registered         Per Share      Offering Price        Fee(1)
-----------------------------------------------------------------------------------------------------------------
Common Stock, no par value: ...........      720,000 shares       $10.1875         $7,335,000        $2,222.73

=================================================================================================================
(1)  Calculated  in  accordance  with Rule  457(c)  solely  for the  purpose  of
     computing the amount of the  registration fee based upon the average of the
     high and low prices for the Common Stock as reported on the Nasdaq National
     Market on November 26, 1996.
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission by Pinnacle Systems, Inc. (the "Company") are
hereby incorporated by reference:

                 (a) The  Company's  Annual  Report on Form 10-K for the  fiscal
year ended June 30,  1996,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                 (b) The Company's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended  September  30,  1996,  filed  pursuant  to Section  13(a) of the
Exchange Act.

                 (c) The description of the Company's  Common Stock contained in
the Company's Registration Statement on Form 8-A as filed with the Commission on
September 9, 1994, pursuant to Section 12(b) of the Exchange Act.

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c),  14 and  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 in this  registration  statement and to be part
hereof from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

                 As  permitted  by  Section  204(a)  of the  California  General
Corporation  Law,  the  Registrant's  Articles  of  Incorporation   eliminate  a
director's  personal  liability for monetary  damages to the  Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty,  except for liability arising under Sections 310 and 316 of the California
General  Corporation  Law or liability  for (i) acts or  omissions  that involve
intentional  misconduct  or knowing and culpable  violation of law, (ii) acts or
omissions  that a director  believes to be contrary to the best interests of the
Registrant or its  shareholders or that involve the absence of good faith on the
part of the director,  (iii) any  transaction  from which a director  derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its  shareholders in  circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
Registrant  or its  shareholders  and (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant or its  shareholders.  This provision does not eliminate
the directors' duty of care, and in appropriate circumstances equitable remedies
such as an  injunction  or  other  forms of  non-monetary  relief  would  remain
available under California law.

                 Sections 204(a) and 317 of the California  General  Corporation
Law authorize a corporation to indemnify its directors,  officers, employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act").  The  Registrant  has  entered  into
Indemnification Agreements with its directors and executive officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits.

  Exhibit
   Number  Document
  -------  --------

     4.6   1996 Stock Option Plan and form of agreement thereunder.
   
     4.7   1996 Supplemental Stock Option Plan and form of agreement thereunder.
   
     5.1   Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
           Corporation.
   
    23.1   Consent of Independent Auditors.
   
    23.2   Consent of Counsel (contained in Exhibit 5.1).
   
    24.1   Power of Attorney (see page II-3).
   

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  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in the  registration  state  ment  or any  material  change  to  such
information in the registration statement.

        (2)  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.

        (3) To remove from registration by means of 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,  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 may be permitted to directors,  officers and controlling  persons
of Registrant pursuant to the California General Corporations Code, the Restated
Articles  of  Incorporation   or  the  Bylaws  of  Registrant,   Indemnification
Agreements  entered into between  Registrant and its officers and directors,  or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
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  hereunder,  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
Securities Act and will be governed by the final adjudication of such issue.

                                      II-2
SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant,  Pinnacle Systems, Inc., 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 Mountain View, State of
California, on this 27th day of November, 1996.

                                  PINNACLE SYSTEMS, INC.

                                  By:  /s/ Mark L. Sanders
                                       -----------------------------------------
                                       Mark L. Sanders
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

             KNOW ALL PERSONS BY THESE  PRESENTS,  that each such  person  whose
signature appears below constitutes and appoints, jointly and severally, Mark L.
Sanders and Arthur D.  Chadwick  his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of said  attorneys-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

                                      II-3
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 dates indicated.

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

  /s/ Mark L. Sanders        President, Chief Executive        November 27, 1996
-------------------------      Officer and Director
(Mark L. Sanders)              (Principal Executive
                               Officer)

  /s/ Ajay Chopra            Chairman of the Board and         November 27, 1996
-------------------------      Vice President, Engineering
(Ajay Chopra)

 /s/ Arthur D. Chadwick      Vice President, Finance and       November 27, 1996
-------------------------     Administration and Chief
(Arthur D. Chadwick)          Financial Officer (Principal
                              Financial and Accounting
                              Officer)

 /s/ Nyal D. McMullin        Director                          November 27, 1996
-------------------------
(Nyal D. McMullin)

                             Director                          November 27, 1996
-------------------------
(Glenn E. Penisten)

-------------------------    Director                          November 27, 1996
(Charles J. Vaughan)

 /s/ John Lewis              Director                          November 27, 1996
-------------------------
(John Lewis)

                                      II-4
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                             Pinnacle Systems, Inc.

                                November 27, 1996
INDEX TO EXHIBITS

    Exhibit
    Number                            Exhibit
    -------                           -------
      4.6   1996 Stock Option Plan and form of agreement thereunder

      4.7   1996 Supplemental Stock Option Plan and form of agreement thereunder

      5.1   Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
            Corporation

     23.1   Consent of Independent Auditors

     23.2   Consent of Counsel (included in Exhibit 5.1)

     24.1   Power of Attorney  (see page II-3)