As filed with the Securities and Exchange Commission on March 20, 1997
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                   ACCOM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

             Delaware                                           94-3055907
   (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                        Identification Number)

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

                               1490 O'Brien Drive
                              Menlo Park, CA 94025
                                 (415) 328-3818
                    (Address of Principal Executive Offices)

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

                      1997 NON-EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                  JUNAID SHEIKH
                 Chairman, President and Chief Executive Officer
                                   ACCOM, INC.
                               1490 O'Brien Drive
                              Menlo Park, CA 94025
                                 (415) 328-3818
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                                   Copies to:
                               William W. Ericson
                                 John H. Sellers
                                VENTURE LAW GROUP
                               2800 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 854-4488

<PAGE>


<TABLE>

===================================================================================================================

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================
<CAPTION>

       Title of                Amount            Proposed Maximum       Proposed Maximum          Amount of
   Securities to be             to be             Offering Price       Aggregate Offering       Registration
      Registered            Registered(1)          Per Share (2)           Price (2)                 Fee
----------------------- ---------------------- ---------------------- --------------------- ----------------------
<S>                        <C>                         <C>                  <C>                    <C>    
Common Stock, $0.001
par value.                 500,000 shares              $1.25                $625,000               $189.40

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

(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under  any of the  Plans  being
         registered  pursuant to this  Registration  Statement  by reason of any
         stock  dividend,  stock split,  recapitalization  or any other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Estimated  in  accordance  with Rule  457(h)  solely for the purpose of
         calculating the registration fee based upon the average of the high and
         the low prices of the Common  Stock as reported in the Nasdaq  National
         Market on March 14, 1997.
</FN>
</TABLE>



                                      -2-
<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended  September  30,  1996 filed  pursuant to Section  13(a) of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and any  amendments
thereto;

         (b) The  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended December 28, 1996;

         (c) 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  Annual  Report
referred to in (a) above.

         (d) Items 1 and 2 of the  Registrant's  Registration  Statement on Form
8-A (File  No.  0-26620)  filed  with the  Commission  under  Section  12 of the
Exchange Act on August 10, 1995, including any amendment or report filed for the
purpose of updating such description.

         (e) Items 1 and 2 of the  Registrant's  Registration  Statement on Form
8-A (File  No.  0-26620)  filed  with the  Commission  under  Section  12 of the
Exchange Act on September 23, 1996,  including any amendment or report filed for
the purpose of updating such description.

         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 hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  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 of 1933,
as amended (the  "Securities  Act").  Article VII, Section 6 of the Registrant's
Bylaws provides for mandatory  indemnification  of its directors and permissible
indemnification of officers, employees and other agents to the maximum permitted
by the Delaware  General  Corporation  Law. The Registrant has also entered into
agreements  with its directors  and officers  that will require the  Registrant,
among other things, to


                                      -3-
<PAGE>

indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as directors or officers to the fullest  extent not prohibited
by law. In addition, the Registrant carries director and officer insurance.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.


           Exhibit
           Number
           ------
           4.1           1997 Non-Executive Stock Option Plan and Form of
                         Option Agreement.
           4.2*          Amended and Restated Certificate of Incorporation.
           4.3*          Bylaws of the Registrant.
           4.4**         Preferred Shares Rights Agreement.
           5.1           Opinion of Venture Law Group, a Professional
                         Corporation.
           23.1          Consent of Venture Law Group, a Professional
                         Corporation (included in Exhibit 5.1).
           23.2          Consent of Independent Auditors (see p. 7).
           24.1          Power of Attorney (see p. 6).
---------------
*    Incorporated   by  reference  to  exhibits  filed  with  the   Registrant's
     Registration  Statement on Form S-1, as amended (File No. 33-95728),  which
     became effective on September 26, 1995.

**   Incorporated  by  reference  from  an  exhibit  filed  with  the  Company's
     Registration  Statement  on Form 8-A  (File  No.  0-26620)  filed  with the
     Commission on September 23, 1996.


Item 9.           Undertakings.

         The undersigned Registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) that, for purposes 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.

                                      -4-
<PAGE>

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

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

         Insofar  as the  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 a successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  question has already been  settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question of 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.


                                      -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,  thereunto  duly
authorized,  in the City of Menlo Park, State of California, on this 17th day of
March, 1997.


                             By: /s/              ROBERT L. WILSON
                                ------------------------------------------------
                                                  Robert L. Wilson
                                      Executive Vice President, Chief Operating
                                         Officer and Chief Financial Officer



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Junaid  Sheikh and Robert L. Wilson,
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 or her 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.

<TABLE>
<CAPTION>

                   Signature                                    Title                                    Date
                   ---------                                    -----                                    ----
    <S>                                  <C>                                                         <C> 
    /s/          JUNAID SHEIKH           Chairman of the Board of Directors, President               March 17, 1997
    --------------------------------     and Chief Executive Officer (Principal
                (Junaid Sheikh)          Executive Officer)
                                         

    /s/        ROBERT L. WILSON          Executive Vice President, Chief Operating                   March 17, 1997
    --------------------------------     Officer, Chief Financial Officer, and Director
              (Robert L. Wilson)         (Principal Financial and Accounting Officer)

    /s/         LIONEL M. ALLAN          Director                                                    March 17, 1997
    --------------------------------
               (Lionel M. Allan)
</TABLE>


                                      -6-
<PAGE>


                                                                    EXHIBIT 23.2

                CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8) pertaining to the 1997  Non-Executive  Stock Option Plan of
Accom,  Inc. of our report dated  October 29, 1996 with respect to the financial
statements of Accom,  Inc. for the year ended September 30, 1996 included in the
Annual Report on Form 10-K (No. 0-26620), filed with the Securities and Exchange
Commission.



                                                               ERNST & YOUNG LLP

Palo Alto, California
March 18, 1997


                                      -7-
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number
-------
4.1           1997 Non-Executive Stock Option Plan and Form of Option Agreement.
4.2*          Amended and Restated Certificate of Incorporation.
4.3*          Bylaws of the Registrant.
4.4**         Preferred Shares Rights Agreement.
5.1           Opinion of Venture Law Group, a Professional Corporation.
23.1          Consent of Venture Law Group, a Professional Corporation
              (included in Exhibit 5.1).
23.2          Consent of Independent Auditors (see p. 7).
24.1          Power of Attorney (see p. 6).
---------------
*    Incorporated   by  reference  to  exhibits  filed  with  the   Registrant's
     Registration  Statement on Form S-1, as amended (File No. 33-95728),  which
     became effective on September 26, 1995.

**   Incorporated  by  reference  from  an  exhibit  filed  with  the  Company's
     Registration  Statement  on Form 8-A  (File  No.  0-26620)  filed  with the
     Commission on September 23, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16352}]
{"company-data": {"conformed-name": "ACCOM INC", "cik": "0000949335", "assigned-sic": "3861", "irs-number": "943055907", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23635", "film-number": "97559598"}, "business-address": {"street1": "1490 OBRIEN DR", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "4153283818"}}
As filed with the Securities and Exchange Commission on March 20, 1997
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                   ACCOM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

             Delaware                                           94-3055907
   (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                        Identification Number)

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

                               1490 O'Brien Drive
                              Menlo Park, CA 94025
                                 (415) 328-3818
                    (Address of Principal Executive Offices)

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

                      1997 NON-EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                  JUNAID SHEIKH
                 Chairman, President and Chief Executive Officer
                                   ACCOM, INC.
                               1490 O'Brien Drive
                              Menlo Park, CA 94025
                                 (415) 328-3818
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                                   Copies to:
                               William W. Ericson
                                 John H. Sellers
                                VENTURE LAW GROUP
                               2800 SAND HILL ROAD
                          MENLO PARK, CALIFORNIA 94025
                                 (415) 854-4488
===================================================================================================================

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================
Title of                Amount            Proposed Maximum       Proposed Maximum          Amount of
   Securities to be             to be             Offering Price       Aggregate Offering       Registration
      Registered            Registered(1)          Per Share (2)           Price (2)                 Fee
----------------------- ---------------------- ---------------------- --------------------- ----------------------
Common Stock, $0.001
par value.                 500,000 shares              $1.25                $625,000               $189.40

===================================================================================================================
(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under  any of the  Plans  being
         registered  pursuant to this  Registration  Statement  by reason of any
         stock  dividend,  stock split,  recapitalization  or any other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Estimated  in  accordance  with Rule  457(h)  solely for the purpose of
         calculating the registration fee based upon the average of the high and
         the low prices of the Common  Stock as reported in the Nasdaq  National
         Market on March 14, 1997.
-2-
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are hereby incorporated by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended  September  30,  1996 filed  pursuant to Section  13(a) of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and any  amendments
thereto;

         (b) The  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
ended December 28, 1996;

         (c) 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  Annual  Report
referred to in (a) above.

         (d) Items 1 and 2 of the  Registrant's  Registration  Statement on Form
8-A (File  No.  0-26620)  filed  with the  Commission  under  Section  12 of the
Exchange Act on August 10, 1995, including any amendment or report filed for the
purpose of updating such description.

         (e) Items 1 and 2 of the  Registrant's  Registration  Statement on Form
8-A (File  No.  0-26620)  filed  with the  Commission  under  Section  12 of the
Exchange Act on September 23, 1996,  including any amendment or report filed for
the purpose of updating such description.

         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 hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section 145 of the Delaware General  Corporation Law authorizes a court
to award or a  corporation's  Board of  Directors  to grant  indemnification  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 of 1933,
as amended (the  "Securities  Act").  Article VII, Section 6 of the Registrant's
Bylaws provides for mandatory  indemnification  of its directors and permissible
indemnification of officers, employees and other agents to the maximum permitted
by the Delaware  General  Corporation  Law. The Registrant has also entered into
agreements  with its directors  and officers  that will require the  Registrant,
among other things, to

                                      -3-
indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as directors or officers to the fullest  extent not prohibited
by law. In addition, the Registrant carries director and officer insurance.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

           Exhibit
           Number
           ------
           4.1           1997 Non-Executive Stock Option Plan and Form of
                         Option Agreement.
           4.2*          Amended and Restated Certificate of Incorporation.
           4.3*          Bylaws of the Registrant.
           4.4**         Preferred Shares Rights Agreement.
           5.1           Opinion of Venture Law Group, a Professional
                         Corporation.
           23.1          Consent of Venture Law Group, a Professional
                         Corporation (included in Exhibit 5.1).
           23.2          Consent of Independent Auditors (see p. 7).
           24.1          Power of Attorney (see p. 6).
---------------
*    Incorporated   by  reference  to  exhibits  filed  with  the   Registrant's
     Registration  Statement on Form S-1, as amended (File No. 33-95728),  which
     became effective on September 26, 1995.

**   Incorporated  by  reference  from  an  exhibit  filed  with  the  Company's
     Registration  Statement  on Form 8-A  (File  No.  0-26620)  filed  with the
     Commission on September 23, 1996.

Item 9.           Undertakings.

         The undersigned Registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) that, for purposes 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.

                                      -4-
(3) to remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

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

         Insofar  as the  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 a successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  question has already been  settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question of 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.

                                      -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,  thereunto  duly
authorized,  in the City of Menlo Park, State of California, on this 17th day of
March, 1997.

                             By: /s/              ROBERT L. WILSON
                                ------------------------------------------------
                                                  Robert L. Wilson
                                      Executive Vice President, Chief Operating
                                         Officer and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Junaid  Sheikh and Robert L. Wilson,
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 or her 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/          JUNAID SHEIKH           Chairman of the Board of Directors, President               March 17, 1997
    --------------------------------     and Chief Executive Officer (Principal
                (Junaid Sheikh)          Executive Officer)
                                         

    /s/        ROBERT L. WILSON          Executive Vice President, Chief Operating                   March 17, 1997
    --------------------------------     Officer, Chief Financial Officer, and Director
              (Robert L. Wilson)         (Principal Financial and Accounting Officer)

    /s/         LIONEL M. ALLAN          Director                                                    March 17, 1997
    --------------------------------
               (Lionel M. Allan)
-6-
EXHIBIT 23.2

                CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8) pertaining to the 1997  Non-Executive  Stock Option Plan of
Accom,  Inc. of our report dated  October 29, 1996 with respect to the financial
statements of Accom,  Inc. for the year ended September 30, 1996 included in the
Annual Report on Form 10-K (No. 0-26620), filed with the Securities and Exchange
Commission.

                                                               ERNST & YOUNG LLP

Palo Alto, California
March 18, 1997

                                      -7-
INDEX TO EXHIBITS

Exhibit
Number
-------
4.1           1997 Non-Executive Stock Option Plan and Form of Option Agreement.
4.2*          Amended and Restated Certificate of Incorporation.
4.3*          Bylaws of the Registrant.
4.4**         Preferred Shares Rights Agreement.
5.1           Opinion of Venture Law Group, a Professional Corporation.
23.1          Consent of Venture Law Group, a Professional Corporation
              (included in Exhibit 5.1).
23.2          Consent of Independent Auditors (see p. 7).
24.1          Power of Attorney (see p. 6).
---------------
*    Incorporated   by  reference  to  exhibits  filed  with  the   Registrant's
     Registration  Statement on Form S-1, as amended (File No. 33-95728),  which
     became effective on September 26, 1995.

**   Incorporated  by  reference  from  an  exhibit  filed  with  the  Company's
     Registration  Statement  on Form 8-A  (File  No.  0-26620)  filed  with the
     Commission on September 23, 1996.