As filed with the Securities and Exchange Commission on June __, 2000
                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            NANOMETRICS INCORPORATED
               (Exact name of issuer as specified in its charter)

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

       CALIFORNIA                                    94-2276314
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                               310 DeGuigne Drive
                           Sunnyvale, California 94086
                    (Address of principal executive offices)

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

              NANOMETRICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
            NANOMETRICS INCORPORATED 2000 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)
            NANOMETRICS INCORPORATED 2000 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 John D. Heaton
                             Chief Executive Officer
                            Nanometrics Incorporated
                               310 DeGuigne Drive
                           Sunnyvale, California 94086
                                 (408) 746-1600
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                               Barry Taylor, Esq.
                               Tracy Donsky, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
<TABLE>
========================================================================================================================
                                             CALCULATION OF REGISTRATION FEE
<CAPTION>
                     Title of                                        Proposed
                    Securities                                        Maximum       Proposed Maximum
                       to be                         Amount to be   Offering Price      Aggregate         Amount of
                    Registered                        Registered     Per Share        offering Price   Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>              <C>              <C>
Common Stock, no par value
   To be issued under the Nanometrics Incorporated
     Employee Stock Purchase Plan................        150,000      $42.31(1)     $ 5,394,525,00(1)     $ 1,424.15
Common Stock, no par value
   To be issued under the Nanometrics Incorporated
     2000 Employee Stock Option Plan.............      1,250,000      $42.31(2)     $52,887,500.00(2)     $13,962.30
Common Stock, no par value
   To be issued under the Nanometrics Incorporated
     2000 Director Stock Option Plan.............        250,000      $42.31(2)     $10,577,500.00(2)     $ 2,792.46

Total............................................      1,650,000      $42.31        $68,859,525.00        $18,178.91
========================================================================================================================
<FN>
(1)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the  registration  fee. In accordance with Rule 457 (h), the computation is
     based on 85% of the  average of the high and low sale prices for the Common
     Stock of Nanometrics Incorporated reported by the Nasdaq National Market on
     June 30, 2000, which was $42.31 (the "Market Price")
(2)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the  registration  fee.  In  accordance  with  Rule  457 (c) and  (h),  the
     computation is based on 100% of the Market Price.
========================================================================================================================
</FN>
</TABLE>
<PAGE>

                            NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission by Nanometrics Incorporated (the "Company" or
the  "Registrant")  are hereby  incorporated  by reference in this  Registration
Statement:

                  (1) the  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  1999  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  (2) the Company's quarterly report on Form 10-Q for the fiscal
         quarter ended March 31, 2000;

                  (3) the Company's  Current  Reports on Form 8-K dated February
         15, 2000; and

                  (4) the description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A, dated April 29, 1985,
         filed  pursuant to Section  12(g) of 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  which  indicates  that  all  securities
         registered  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 of 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.

         Section 317 of the California  Corporations  Code authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act. Article V of the Company's

                                      II-1
<PAGE>

Restated  Articles  of  Incorporation  and  Section  6.1  of  Article  VI of the
Company's  Bylaws  provide  for  indemnification  of  its  directors,  officers,
employees  and other agents to the maximum  extent  permitted by the  California
Corporations  Code.  In addition,  the Company has entered into  indemnification
agreements with its officers and directors.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

   EXHIBIT
   NUMBER                                 DESCRIPTION
 ----------       --------------------------------------------------------------
     4.1          Nanometrics  Incorporated  Employee  Stock  Purchase  Plan, as
                  amended through March 1998.

     4.2          Nanometrics  Incorporated  2000 Employee Stock Option Plan and
                  form of Stock Option Agreements.

     4.3          Nanometrics  Incorporated  2000 Director Stock Option Plan and
                  form of Stock Option Agreements.

     5.1          Opinion  of  Wilson  Sonsini  Goodrich  & Rosati,  P.C.  as to
                  legality of securities being registered.

     23.1         Independent Auditors' Consent.

     23.2         Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained
                  in Exhibit 5.1).

     24.1         Power of Attorney (contained on signature page hereto).

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  the  registration  statement  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 a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                      II-2
<PAGE>

(b)  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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
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 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Sunnyvale,  State of California, on this 30th day of
June, 2000.

                                         NANOMETRICS INCORPORATED

                                         /s/ John D. Heaton
                                         -------------------------------------
                                         John D. Heaton
                                         Chief Executive Officer and
                                             President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby  constitutes and appoints John D. Heaton and Paul B. Nolan,
and each of them acting individually, as his or her attorney-in-fact,  each with
full power of  substitution,  for him or her in any and all capacities,  to sign
any and all amendments to this  Registration  Statement on Form S-8, and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorney-in-fact,  or his or her  substitutes,  may do or cause to be
done by virtue hereof.

                                      II-4
<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the  Registrant in the capacities  indicated  below on this 30th day of June,
2000.

         Signature                                 Title
------------------------------ -------------------------------------------------
/s/ Vincent J. Coates           Chairman of the Board of Directors and Secretary
------------------------------
Vincent J. Coates

/s/ Paul B. Nolan               Chief Financial Officer and Vice President
------------------------------  (Principal Accounting and Financial Officer)
Paul B. Nolan

/s/ Nathaniel Brenner           Director
------------------------------
Nathaniel Brenner

/s/ Norman V. Coates            Director
------------------------------
Norman V. Coates

/s/ John D. Heaton              President, Chief Executive Officer and Director
------------------------------
John D. Heaton

/s/ Edmond R. Ward              Director
------------------------------
Edmond R. Ward

/s/ William G. Oldham           Director
------------------------------
William G. Oldham

                                      II-5
<PAGE>


                            NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

  EXHIBIT
   NUMBER                                 DESCRIPTION
 ----------       --------------------------------------------------------------

     4.1          Nanometrics  Incorporated  Employee  Stock  Purchase  Plan, as
                  amended through March 1998.

     4.2          Nanometrics  Incorporated  2000 Employee Stock Option Plan and
                  form of Stock Option Agreements.

     4.3          Nanometrics  Incorporated  2000 Director Stock Option Plan and
                  form of Stock Option Agreements.

     5.1          Opinion  of  Wilson  Sonsini  Goodrich  & Rosati,  P.C.  as to
                  legality of securities being registered.

     23.1         Independent Auditors' Consent.

     23.2         Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained
                  in Exhibit 5.1).

     24.1         Power of Attorney (contained on signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 15590}]
{"company-data": {"conformed-name": "NANOMETRICS INC", "cik": "0000704532", "assigned-sic": "3829", "irs-number": "942276314", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40866", "film-number": "668026"}, "business-address": {"street1": "310 DEGUIGNE DR", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087461600"}, "mail-address": {"street1": "310 DEGUIGNE DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on June __, 2000
                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            NANOMETRICS INCORPORATED
               (Exact name of issuer as specified in its charter)

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

       CALIFORNIA                                    94-2276314
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                               310 DeGuigne Drive
                           Sunnyvale, California 94086
                    (Address of principal executive offices)

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

              NANOMETRICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
            NANOMETRICS INCORPORATED 2000 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)
            NANOMETRICS INCORPORATED 2000 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 John D. Heaton
                             Chief Executive Officer
                            Nanometrics Incorporated
                               310 DeGuigne Drive
                           Sunnyvale, California 94086
                                 (408) 746-1600
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                               Barry Taylor, Esq.
                               Tracy Donsky, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

========================================================================================================================
                                             CALCULATION OF REGISTRATION FEE
Title of                                        Proposed
                    Securities                                        Maximum       Proposed Maximum
                       to be                         Amount to be   Offering Price      Aggregate         Amount of
                    Registered                        Registered     Per Share        offering Price   Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value
   To be issued under the Nanometrics Incorporated
     Employee Stock Purchase Plan................        150,000      $42.31(1)     $ 5,394,525,00(1)     $ 1,424.15
Common Stock, no par value
   To be issued under the Nanometrics Incorporated
     2000 Employee Stock Option Plan.............      1,250,000      $42.31(2)     $52,887,500.00(2)     $13,962.30
Common Stock, no par value
   To be issued under the Nanometrics Incorporated
     2000 Director Stock Option Plan.............        250,000      $42.31(2)     $10,577,500.00(2)     $ 2,792.46

Total............................................      1,650,000      $42.31        $68,859,525.00        $18,178.91
========================================================================================================================
(1)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the  registration  fee. In accordance with Rule 457 (h), the computation is
     based on 85% of the  average of the high and low sale prices for the Common
     Stock of Nanometrics Incorporated reported by the Nasdaq National Market on
     June 30, 2000, which was $42.31 (the "Market Price")
(2)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the  registration  fee.  In  accordance  with  Rule  457 (c) and  (h),  the
     computation is based on 100% of the Market Price.
========================================================================================================================
NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission by Nanometrics Incorporated (the "Company" or
the  "Registrant")  are hereby  incorporated  by reference in this  Registration
Statement:

                  (1) the  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  1999  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  (2) the Company's quarterly report on Form 10-Q for the fiscal
         quarter ended March 31, 2000;

                  (3) the Company's  Current  Reports on Form 8-K dated February
         15, 2000; and

                  (4) the description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A, dated April 29, 1985,
         filed  pursuant to Section  12(g) of 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  which  indicates  that  all  securities
         registered  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 of 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.

         Section 317 of the California  Corporations  Code authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act. Article V of the Company's

                                      II-1
Restated  Articles  of  Incorporation  and  Section  6.1  of  Article  VI of the
Company's  Bylaws  provide  for  indemnification  of  its  directors,  officers,
employees  and other agents to the maximum  extent  permitted by the  California
Corporations  Code.  In addition,  the Company has entered into  indemnification
agreements with its officers and directors.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

   EXHIBIT
   NUMBER                                 DESCRIPTION
 ----------       --------------------------------------------------------------
     4.1          Nanometrics  Incorporated  Employee  Stock  Purchase  Plan, as
                  amended through March 1998.

     4.2          Nanometrics  Incorporated  2000 Employee Stock Option Plan and
                  form of Stock Option Agreements.

     4.3          Nanometrics  Incorporated  2000 Director Stock Option Plan and
                  form of Stock Option Agreements.

     5.1          Opinion  of  Wilson  Sonsini  Goodrich  & Rosati,  P.C.  as to
                  legality of securities being registered.

     23.1         Independent Auditors' Consent.

     23.2         Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained
                  in Exhibit 5.1).

     24.1         Power of Attorney (contained on signature page hereto).

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  the  registration  statement  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 a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                      II-2
(b)  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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
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 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Sunnyvale,  State of California, on this 30th day of
June, 2000.

                                         NANOMETRICS INCORPORATED

                                         /s/ John D. Heaton
                                         -------------------------------------
                                         John D. Heaton
                                         Chief Executive Officer and
                                             President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby  constitutes and appoints John D. Heaton and Paul B. Nolan,
and each of them acting individually, as his or her attorney-in-fact,  each with
full power of  substitution,  for him or her in any and all capacities,  to sign
any and all amendments to this  Registration  Statement on Form S-8, and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorney-in-fact,  or his or her  substitutes,  may do or cause to be
done by virtue hereof.

                                      II-4
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the  Registrant in the capacities  indicated  below on this 30th day of June,
2000.

         Signature                                 Title
------------------------------ -------------------------------------------------
/s/ Vincent J. Coates           Chairman of the Board of Directors and Secretary
------------------------------
Vincent J. Coates

/s/ Paul B. Nolan               Chief Financial Officer and Vice President
------------------------------  (Principal Accounting and Financial Officer)
Paul B. Nolan

/s/ Nathaniel Brenner           Director
------------------------------
Nathaniel Brenner

/s/ Norman V. Coates            Director
------------------------------
Norman V. Coates

/s/ John D. Heaton              President, Chief Executive Officer and Director
------------------------------
John D. Heaton

/s/ Edmond R. Ward              Director
------------------------------
Edmond R. Ward

/s/ William G. Oldham           Director
------------------------------
William G. Oldham

                                      II-5
NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

  EXHIBIT
   NUMBER                                 DESCRIPTION
 ----------       --------------------------------------------------------------

     4.1          Nanometrics  Incorporated  Employee  Stock  Purchase  Plan, as
                  amended through March 1998.

     4.2          Nanometrics  Incorporated  2000 Employee Stock Option Plan and
                  form of Stock Option Agreements.

     4.3          Nanometrics  Incorporated  2000 Director Stock Option Plan and
                  form of Stock Option Agreements.

     5.1          Opinion  of  Wilson  Sonsini  Goodrich  & Rosati,  P.C.  as to
                  legality of securities being registered.

     23.1         Independent Auditors' Consent.

     23.2         Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained
                  in Exhibit 5.1).

     24.1         Power of Attorney (contained on signature page hereto).