As filed with the Securities and Exchange Commission on August 19, 1998.
                                                  Registration No. 333-
================================================================================

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

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

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

     CALIFORNIA                                                 94-3021850
     ----------                                                 ----------
(State of Incorporation)                                     (I.R.S. Employer 
                                                             Identification No.)

                               2883 Bayview Drive
                                Fremont, CA 94538
                   (Address of principal executive of offices)
                    ------------------------------------------

                             1994 STOCK OPTION PLAN
                        1994 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the Plans)
                            -------------------------

                                David N. Ruckert
                      President and Chief Executive Officer
                                FIBERSTARS, INC.
                               2883 Bayview Drive
                                Fremont, CA 94538
                                 (510) 490-0719
            (Name, address and telephone number of agent for service)
            ---------------------------------------------------------

                                   Copies to:
                              Paul E. Hurdlow, Esq.
                          Gray Cary Ware & Freidenrich
                         100 Congress Avenue, Suite 1440
                              Austin, TX 78701-4042
                                 (512) 457-7000

                  Page 1 of 11 Pages. Exhibit Index at Page 9.
              (Calculation of Registration Fee on following page.)


<PAGE>
<TABLE>

---------------------------------------------------------------------------------------------------------------------
                                            CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<CAPTION>

           Title of                                         Proposed             Proposed             Amount of
         Securities to            Maximum Amount to         Maximum               Maximum           Registration
         be Registered              be Registered        Offering Price          Aggregate               Fee
                                                           Per Share          Offering Price
-------------------------------- -------------------- --------------------- -------------------- --------------------
<S>                                <C>                   <C>                    <C>                     <C>          
1994 Stock Option Plan:

Common Stock
$.0001 par value...............    500,000 shares        $   4.4375 (2)         $  2,218,750            $     655

1994 Director's Stock Option
Plan:

Common Stock
$.0001 par value...............      7,916 shares        $   3.17   (1)         $     25,094            $       7

Common Stock
$.0001 par value...............     42,084 shares        $   4.4375 (2)         $    186,748            $      55
                                   ==============                               ============            =========
TOTAL                              550,000 shares                               $  2,430,592            $     717

<FN>
(1)  Computed in accordance  with Rule 457(h) under the  Securities  Act of 1933
     solely for the  purpose of  calculating  the total  registration  fee.  The
     computation  was based on the  weighted  average per share  exercise  price
     (rounded to the nearest cent) of  outstanding  options under the referenced
     Plan, the shares issuable under which are registered hereby.

(2)  Estimated in accordance  with Rules 457(h) and 457(c) under the  Securities
     Act of 1933 solely for the purpose of  calculating  the total  registration
     fee. The  computation  with  respect to unissued  options is based upon the
     average of the high and low sale prices of the Common  Stock as reported by
     the Nasdaq Stock Market as of August 5, 1998.
</FN>
</TABLE>

                                        2
<PAGE>


PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3            INFORMATION INCORPORATED BY REFERENCE

          The following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         Item 3(a)

         The  Registrant's  latest annual report on Form 10-K filed  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  containing  audited financial  statements for the Registrant's
fiscal year ended December 31, 1997.

         Item 3(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 document  referred
to in Item 3(a) above.

         Item 3(c)

         Items 1 and 2 of the  Registrant's  Registration  Statement on Form 8-A
filed on August 19, 1994 pursuant to Section 12 of the  Securities  Exchange Act
of 1934, as amended.

         All documents subsequently filed by the Registrant 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  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 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

         The Registrant has adopted  provisions in its Articles of Incorporation
that limit the liability of its directors  for monetary  damages  arising from a
breach of their  fiduciary duty as directors to the fullest extent  permitted by
the California  Corporations  Code. Such limitation of liability does not affect
the availability of equitable  remedies such as injunctive relief or rescission.
The limitation on monetary liability also does not apply to liabilities  arising
under the federal securities laws.

          The Registrant's Bylaws provide that the Registrant will indemnify its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law. The Registrant has entered into indemnification agreements
with its directors containing provisions which are in some respects broader than
the specific indemnification provisions contained in the California Corporations
Code. The  indemnification  agreements may require the  Registrant,  among other
things, to indemnify its directors against certain liabilities that may arise by
reason of their status or service as directors (other than  liabilities  arising
from

                                       3
<PAGE>

willful misconduct of a culpable nature),  to advance their expenses incurred as
a result of any proceeding  against them as to which they could be  indemnified,
and to obtain directors' insurance if available on reasonable terms.

Item 7            EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


Item 8            EXHIBITS

Exhibit
Number            Document
------            --------
5.1               Opinion  of  Counsel  as  to  legality  of  securities   being
                  registered.

23.1              Consent of Independent Accountants.

23.2              Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1              Power of Attorney (see page 7).

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  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.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the 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 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  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


                                       4
<PAGE>

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.





                                       5
<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,  hereunto  duly
authorized, in the City of Fremont, State of California, on August 14, 1998

                                       FIBERSTARS, INC.


                                       By: /s/ David N. Ruckert
                                           -------------------------------------
                                       David N. Ruckert, President and
                                       Chief Executive Officer


                                       6
<PAGE>

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes  and appoints David N. Ruckert and Robert A. Connors,
jointly  and  severally,   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, 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   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

<TABLE>

          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.

<CAPTION>
Signature                        Title                                                     Date
---------                        -----                                                     ----
<S>                              <C>                                                       <C>    
/s/ John B. Stuppin              Chairman of the Board of Directors                        8/14/98
--------------------------                                                                
   (John B. Stuppin)                                                                         
                                                                                          
                                                                                          
/s/ David N. Ruckert             President and Chief Executive Officer                     8/14/98
--------------------------       (Principal Executive Officer) and Director               
   (David N. Ruckert)                                                                     
                                                                                          
/s/ Robert A. Connors            Vice President, Finance and Chief Financial Officer       8/14/98
--------------------------       (Principal Financial and Accounting Officer)             
   (Robert A. Connors)                                                                    
                                                                                          
/s/ Theodore L. Eliot, Jr.       Director                                                  8/14/98
--------------------------                                                                
   (Theodore L. Eliot, Jr.)                                                               
                                                                                          
/s/ B. J. Garet                  Director                                                  8/14/98
--------------------------                                                                
   (B. J. Garet)                                                                          
                                                                                          
/s/ Wayne R. Hellman             Director                                                  8/14/98
--------------------------                                                                
   (Wayne R. Hellman)                                                                     
                                                                                          
/s/ Michael Feuer, Ph.D.         Director                                                  8/14/98
--------------------------                                                                
   (Michael Feuer, Ph.D.)                                                                 
                                                                                          
/s/ Philip Wolfson               Director                                                  8/14/98
--------------------------                                                                
   (Philip Wolfson)                                                                       
                                                                                      
</TABLE>
                                       7
<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549







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

                                    EXHIBITS

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






                       Registration Statement on Form S-8


                                FIBERSTARS, INC.
                                 August 19, 1998





                                       9

<PAGE>
<TABLE>


                                INDEX TO EXHIBITS
                                -----------------
<CAPTION>


Exhibit Number        Document                                                  Sequentially Numbered Page
--------------        --------                                                  --------------------------
<S>                   <C>                                                                   <C>           
5.1                   Opinion of Counsel as to legality of                                  10
                      securities being registered

23.1                  Consent of Independent Accountants.                                   11

23.2                  Consent of Counsel (contained in Exhibit 5.1                          10
                      hereto).

24.1                  Power of Attorney (see page 7).                                       7

</TABLE>
 
                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18156}]
{"company-data": {"conformed-name": "FIBERSTARS INC /CA/", "cik": "0000924168", "assigned-sic": "3640", "irs-number": "943021850", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61855", "film-number": "98694603"}, "business-address": {"street1": "2883 BAYVIEW DR", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104900719"}, "mail-address": {"street1": "2883 BAYVIEW DR", "city": "FREMONT", "state": "CA", "zip": "94538"}}
As filed with the Securities and Exchange Commission on August 19, 1998.
                                                  Registration No. 333-
================================================================================

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

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

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

     CALIFORNIA                                                 94-3021850
     ----------                                                 ----------
(State of Incorporation)                                     (I.R.S. Employer 
                                                             Identification No.)

                               2883 Bayview Drive
                                Fremont, CA 94538
                   (Address of principal executive of offices)
                    ------------------------------------------

                             1994 STOCK OPTION PLAN
                        1994 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the Plans)
                            -------------------------

                                David N. Ruckert
                      President and Chief Executive Officer
                                FIBERSTARS, INC.
                               2883 Bayview Drive
                                Fremont, CA 94538
                                 (510) 490-0719
            (Name, address and telephone number of agent for service)
            ---------------------------------------------------------

                                   Copies to:
                              Paul E. Hurdlow, Esq.
                          Gray Cary Ware & Freidenrich
                         100 Congress Avenue, Suite 1440
                              Austin, TX 78701-4042
                                 (512) 457-7000

                  Page 1 of 11 Pages. Exhibit Index at Page 9.
              (Calculation of Registration Fee on following page.)
---------------------------------------------------------------------------------------------------------------------
                                            CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Title of                                         Proposed             Proposed             Amount of
         Securities to            Maximum Amount to         Maximum               Maximum           Registration
         be Registered              be Registered        Offering Price          Aggregate               Fee
                                                           Per Share          Offering Price
-------------------------------- -------------------- --------------------- -------------------- --------------------
1994 Stock Option Plan:

Common Stock
$.0001 par value...............    500,000 shares        $   4.4375 (2)         $  2,218,750            $     655

1994 Director's Stock Option
Plan:

Common Stock
$.0001 par value...............      7,916 shares        $   3.17   (1)         $     25,094            $       7

Common Stock
$.0001 par value...............     42,084 shares        $   4.4375 (2)         $    186,748            $      55
                                   ==============                               ============            =========
TOTAL                              550,000 shares                               $  2,430,592            $     717
(1)  Computed in accordance  with Rule 457(h) under the  Securities  Act of 1933
     solely for the  purpose of  calculating  the total  registration  fee.  The
     computation  was based on the  weighted  average per share  exercise  price
     (rounded to the nearest cent) of  outstanding  options under the referenced
     Plan, the shares issuable under which are registered hereby.

(2)  Estimated in accordance  with Rules 457(h) and 457(c) under the  Securities
     Act of 1933 solely for the purpose of  calculating  the total  registration
     fee. The  computation  with  respect to unissued  options is based upon the
     average of the high and low sale prices of the Common  Stock as reported by
     the Nasdaq Stock Market as of August 5, 1998.
2
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3            INFORMATION INCORPORATED BY REFERENCE

          The following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         Item 3(a)

         The  Registrant's  latest annual report on Form 10-K filed  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  containing  audited financial  statements for the Registrant's
fiscal year ended December 31, 1997.

         Item 3(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 document  referred
to in Item 3(a) above.

         Item 3(c)

         Items 1 and 2 of the  Registrant's  Registration  Statement on Form 8-A
filed on August 19, 1994 pursuant to Section 12 of the  Securities  Exchange Act
of 1934, as amended.

         All documents subsequently filed by the Registrant 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  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 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

         The Registrant has adopted  provisions in its Articles of Incorporation
that limit the liability of its directors  for monetary  damages  arising from a
breach of their  fiduciary duty as directors to the fullest extent  permitted by
the California  Corporations  Code. Such limitation of liability does not affect
the availability of equitable  remedies such as injunctive relief or rescission.
The limitation on monetary liability also does not apply to liabilities  arising
under the federal securities laws.

          The Registrant's Bylaws provide that the Registrant will indemnify its
directors  and  officers to the fullest  extent  permitted  by  California  law,
including  circumstances  in which  indemnification  is otherwise  discretionary
under California law. The Registrant has entered into indemnification agreements
with its directors containing provisions which are in some respects broader than
the specific indemnification provisions contained in the California Corporations
Code. The  indemnification  agreements may require the  Registrant,  among other
things, to indemnify its directors against certain liabilities that may arise by
reason of their status or service as directors (other than  liabilities  arising
from

                                       3
willful misconduct of a culpable nature),  to advance their expenses incurred as
a result of any proceeding  against them as to which they could be  indemnified,
and to obtain directors' insurance if available on reasonable terms.

Item 7            EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8            EXHIBITS

Exhibit
Number            Document
------            --------
5.1               Opinion  of  Counsel  as  to  legality  of  securities   being
                  registered.

23.1              Consent of Independent Accountants.

23.2              Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1              Power of Attorney (see page 7).

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  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.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the 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 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  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

                                       4
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.

                                       5
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,  hereunto  duly
authorized, in the City of Fremont, State of California, on August 14, 1998

                                       FIBERSTARS, INC.

                                       By: /s/ David N. Ruckert
                                           -------------------------------------
                                       David N. Ruckert, President and
                                       Chief Executive Officer

                                       6
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes  and appoints David N. Ruckert and Robert A. Connors,
jointly  and  severally,   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, 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   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                        Title                                                     Date
---------                        -----                                                     ----
/s/ John B. Stuppin              Chairman of the Board of Directors                        8/14/98
--------------------------                                                                
   (John B. Stuppin)                                                                         
                                                                                          
                                                                                          
/s/ David N. Ruckert             President and Chief Executive Officer                     8/14/98
--------------------------       (Principal Executive Officer) and Director               
   (David N. Ruckert)                                                                     
                                                                                          
/s/ Robert A. Connors            Vice President, Finance and Chief Financial Officer       8/14/98
--------------------------       (Principal Financial and Accounting Officer)             
   (Robert A. Connors)                                                                    
                                                                                          
/s/ Theodore L. Eliot, Jr.       Director                                                  8/14/98
--------------------------                                                                
   (Theodore L. Eliot, Jr.)                                                               
                                                                                          
/s/ B. J. Garet                  Director                                                  8/14/98
--------------------------                                                                
   (B. J. Garet)                                                                          
                                                                                          
/s/ Wayne R. Hellman             Director                                                  8/14/98
--------------------------                                                                
   (Wayne R. Hellman)                                                                     
                                                                                          
/s/ Michael Feuer, Ph.D.         Director                                                  8/14/98
--------------------------                                                                
   (Michael Feuer, Ph.D.)                                                                 
                                                                                          
/s/ Philip Wolfson               Director                                                  8/14/98
--------------------------                                                                
   (Philip Wolfson)
7
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                                FIBERSTARS, INC.
                                 August 19, 1998

                                       9
INDEX TO EXHIBITS
                                -----------------
Exhibit Number        Document                                                  Sequentially Numbered Page
--------------        --------                                                  --------------------------
5.1                   Opinion of Counsel as to legality of                                  10
                      securities being registered

23.1                  Consent of Independent Accountants.                                   11

23.2                  Consent of Counsel (contained in Exhibit 5.1                          10
                      hereto).

24.1                  Power of Attorney (see page 7).                                       7
10