As filed with the Securities and Exchange Commission on October __, 2000
                                                       Registration No. 333-____
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                  DOCENT, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)



                   Delaware                             77-0460705
  -----------------------------------------   -----------------------------
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)             Identification No.)

             2444 Charleston Road
              Mountain View, CA                           94043
  -----------------------------------------   -----------------------------
            (Address of principal                       (Zip Code)
              executive offices)


               DOCENT, INC. 2000 OMNIBUS EQUITY INCENTIVE PLAN
             ---------------------------------------------------
                          (Full title of the plan)

               DAVID R. ELLETT                           Copy to:
       Chairman, President and Chief            STEPHEN M. WURZBURG, ESQ.
             Executive Officer                Pillsbury Madison & Sutro LLP
                 Docent, Inc.                      2550 Hanover Street
             2444 Charleston Road                  Palo Alto, CA 94304
           Mountain View, CA 94043                    (650) 233-4500
                (650) 934-9500                -----------------------------
  -----------------------------------------
         (Name, address and telephone
         number of agent for service)

<TABLE>
                                          CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                         Proposed             Proposed           Amount of
            Title of Securities                    Amount To         Maximum Offering     Maximum Aggregate     Registration
             To Be Registered                    Be Registered      Price Per Share(1)    Offering Price(1)         Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                        <C>                <C>                   <C>
Common Stock, par value $0.001                 6,000,000 shares           $17.38             $104,280,000          $27,530
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 457(h)(i), the proposed maximum offering price per share
and the registration fee has been computed on the basis of the average of the
high and low prices of the Common Stock as reported on the Nasdaq National
Market on October 13, 2000.

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

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

<PAGE>

                                     PART I

                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:

         (a) Registrant's Prospectus filed on September 29, 2000 pursuant to
Rule 424(b) of the Securities Act and which contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

         (b) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed September 14, 2000.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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 a 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.

         The validity of the shares of common stock offered hereby has been
passed upon for the Registrant by Pillsbury Madison & Sutro LLP, Palo Alto,
California. As of the date of this Registration Statement, an entity in which
attorneys and former attorneys of Pillsbury Madison & Sutro LLP are members and
certain attorneys of Pillsbury Madison & Sutro LLP beneficially own an aggregate
of 39,815 shares of the Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Article VI, Section B of the Registrant's Amended and Restated
Certificate of Incorporation (Exhibit 3.2 to the Form S-1 Registration
Statement) and Article XI, Section 43(a) of the Registrant's Amended and
Restated Bylaws (Exhibit 3.4 to the Form S-1 Registration Statement) provide for
indemnification of the Registrant's directors, officers, employees and other
agents to the extent and under the circumstances permitted by the Delaware
General Corporation Law. The Registrant has also entered into agreements with
our directors and officers that will require

                                       2

<PAGE>

the Registrant, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or services as directors or
officers to the fullest extent not prohibited by law (Exhibit 10.4 to the Form
S-1 Registration Statement).

         The Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Securities Act, and
afford certain rights of contribution with respect thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Index to Exhibits, which list of exhibits is incorporated herein by
reference.

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:

               (i) to include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

               (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       3

<PAGE>

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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.

                                       4

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on the 18th day of
October, 2000.

                                    DOCENT, INC.



                                    By           /S/ DAVID R. ELLETT
                                       ----------------------------------------
                                                    David R. Ellett
                                               Chairman, President and
                                               Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David R. Ellett and Donald E. Lundgren,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
                     NAME                                        TITLE                            DATE


<S>                                              <C>                                      <C>
         /S/ DAVID R. ELLETT                     Chairman, President, Chief Executive     October 18, 2000
-------------------------------------------      Officer and Director (Principal
               David R. Ellett                   Executive Officer)



       /S/ DONALD E. LUNDGREN                    Vice President and Chief Financial       October 18, 2000
-------------------------------------------      Officer (Principal Financial and
              Donald E. Lundgren                 Accounting Officer



        /S/ DAVID MANDELKERN                     Executive Vice President, Chief          October 18, 2000
-------------------------------------------      Technology Officer, Secretary and
               David Mandelkern                  Director



          /S/ KEVIN G. HALL                      Director                                 October 18, 2000
-------------------------------------------
                Kevin G. Hall


         /S/ JOS. C. HENKENS                     Director                                 October 18, 2000
-------------------------------------------
               Jos. C. Henkens


          /S/ PARDNER WYNN                       Director                                 October 19, 2000
-------------------------------------------
                 Pardner Wynn

                                       5

<PAGE>

                     NAME                                        TITLE                            DATE


            /S/ ALI KUTAY                        Director                                 October 18, 2000
-------------------------------------------
                  Ali Kutay


         /S/ ROBERT A. LAUER                     Director                                 October 18, 2000
-------------------------------------------
               Robert A. Lauer
</TABLE>

                                       6

<PAGE>

                                INDEX TO EXHIBITS

      Exhibit
      Number          Exhibit
      ------          -------

        4.1*          Docent, Inc. 2000 Omnibus Equity Incentive Plan.

        5.1           Opinion of Pillsbury Madison & Sutro LLP.

       23.1           Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.

       23.2           Consent of Pillsbury Madison & Sutro LLP (included in
                      Exhibit 5.1).

       24.1           Power of Attorney (see page 5).

-----------------------
* Incorporated by reference to Exhibit 10.2 to Registrant's Registration
Statement on Form S-1, No. 333-34546
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "DOCENT, INC. FORM S-8", "secsgml_size_bytes": 16494}]
{"company-data": {"conformed-name": "DOCENT INC", "cik": "0001043134", "assigned-sic": "7389", "irs-number": "770460705", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48326", "film-number": "743398"}, "business-address": {"street1": "2444 CHARLESTON RD", "street2": "SUITE 444", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6509349500"}, "mail-address": {"street1": "2444 CHARLESTON RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
As filed with the Securities and Exchange Commission on October __, 2000
                                                       Registration No. 333-____
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                  DOCENT, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                             77-0460705
  -----------------------------------------   -----------------------------
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)             Identification No.)

             2444 Charleston Road
              Mountain View, CA                           94043
  -----------------------------------------   -----------------------------
            (Address of principal                       (Zip Code)
              executive offices)

               DOCENT, INC. 2000 OMNIBUS EQUITY INCENTIVE PLAN
             ---------------------------------------------------
                          (Full title of the plan)

               DAVID R. ELLETT                           Copy to:
       Chairman, President and Chief            STEPHEN M. WURZBURG, ESQ.
             Executive Officer                Pillsbury Madison & Sutro LLP
                 Docent, Inc.                      2550 Hanover Street
             2444 Charleston Road                  Palo Alto, CA 94304
           Mountain View, CA 94043                    (650) 233-4500
                (650) 934-9500                -----------------------------
  -----------------------------------------
         (Name, address and telephone
         number of agent for service)

                                          CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
Proposed             Proposed           Amount of
            Title of Securities                    Amount To         Maximum Offering     Maximum Aggregate     Registration
             To Be Registered                    Be Registered      Price Per Share(1)    Offering Price(1)         Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001                 6,000,000 shares           $17.38             $104,280,000          $27,530
------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h)(i), the proposed maximum offering price per share
and the registration fee has been computed on the basis of the average of the
high and low prices of the Common Stock as reported on the Nasdaq National
Market on October 13, 2000.

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

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
PART I

                  INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:

         (a) Registrant's Prospectus filed on September 29, 2000 pursuant to
Rule 424(b) of the Securities Act and which contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

         (b) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A, filed September 14, 2000.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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 a 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.

         The validity of the shares of common stock offered hereby has been
passed upon for the Registrant by Pillsbury Madison & Sutro LLP, Palo Alto,
California. As of the date of this Registration Statement, an entity in which
attorneys and former attorneys of Pillsbury Madison & Sutro LLP are members and
certain attorneys of Pillsbury Madison & Sutro LLP beneficially own an aggregate
of 39,815 shares of the Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Article VI, Section B of the Registrant's Amended and Restated
Certificate of Incorporation (Exhibit 3.2 to the Form S-1 Registration
Statement) and Article XI, Section 43(a) of the Registrant's Amended and
Restated Bylaws (Exhibit 3.4 to the Form S-1 Registration Statement) provide for
indemnification of the Registrant's directors, officers, employees and other
agents to the extent and under the circumstances permitted by the Delaware
General Corporation Law. The Registrant has also entered into agreements with
our directors and officers that will require

                                       2
the Registrant, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or services as directors or
officers to the fullest extent not prohibited by law (Exhibit 10.4 to the Form
S-1 Registration Statement).

         The Underwriting Agreement (Exhibit 1.1 to the Form S-1 Registration
Statement) provides for indemnification by the Underwriters of the Registrant,
its directors and officers, and by the Registrant of the Underwriters, for
certain liabilities, including liabilities arising under the Securities Act, and
afford certain rights of contribution with respect thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Index to Exhibits, which list of exhibits is incorporated herein by
reference.

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:

               (i) to include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

               (iii) to include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       3
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on the 18th day of
October, 2000.

                                    DOCENT, INC.

                                    By           /S/ DAVID R. ELLETT
                                       ----------------------------------------
                                                    David R. Ellett
                                               Chairman, President and
                                               Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David R. Ellett and Donald E. Lundgren,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
NAME                                        TITLE                            DATE
/S/ DAVID R. ELLETT                     Chairman, President, Chief Executive     October 18, 2000
-------------------------------------------      Officer and Director (Principal
               David R. Ellett                   Executive Officer)

       /S/ DONALD E. LUNDGREN                    Vice President and Chief Financial       October 18, 2000
-------------------------------------------      Officer (Principal Financial and
              Donald E. Lundgren                 Accounting Officer

        /S/ DAVID MANDELKERN                     Executive Vice President, Chief          October 18, 2000
-------------------------------------------      Technology Officer, Secretary and
               David Mandelkern                  Director

          /S/ KEVIN G. HALL                      Director                                 October 18, 2000
-------------------------------------------
                Kevin G. Hall

         /S/ JOS. C. HENKENS                     Director                                 October 18, 2000
-------------------------------------------
               Jos. C. Henkens

          /S/ PARDNER WYNN                       Director                                 October 19, 2000
-------------------------------------------
                 Pardner Wynn

                                       5
NAME                                        TITLE                            DATE

            /S/ ALI KUTAY                        Director                                 October 18, 2000
-------------------------------------------
                  Ali Kutay

         /S/ ROBERT A. LAUER                     Director                                 October 18, 2000
-------------------------------------------
               Robert A. Lauer
6
INDEX TO EXHIBITS

      Exhibit
      Number          Exhibit
      ------          -------

        4.1*          Docent, Inc. 2000 Omnibus Equity Incentive Plan.

        5.1           Opinion of Pillsbury Madison & Sutro LLP.

       23.1           Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.

       23.2           Consent of Pillsbury Madison & Sutro LLP (included in
                      Exhibit 5.1).

       24.1           Power of Attorney (see page 5).

-----------------------
* Incorporated by reference to Exhibit 10.2 to Registrant's Registration
Statement on Form S-1, No. 333-34546