As filed with the Securities and Exchange Commission on October 17, 1997
                                                     Registration No. 333-
================================================================================

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

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

                      ------------------------------------
                             CHOLESTECH CORPORATION
             (Exact name of Registrant as specified in its charter)
                      ------------------------------------


     California                                         94-3065493
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            3347 Investment Boulevard
                            Hayward, California 94545
   (Address, including zip code, of Registrant's principal executive offices)


                      ------------------------------------
                          1997 STOCK INCENTIVE PROGRAM
                            (Full title of the plan)


                      ------------------------------------
                                ANDREA J. TILLER
                          Vice President of Finance and
                             Chief Financial Officer
                             CHOLESTECH CORPORATION
                            3347 Investment Boulevard
                            Hayward, California 95454
                                 (510) 732-7200
(Name, address, and telephone number, including area code, of agent for service)


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


<TABLE>
                                                   CALCULATION OF REGISTRATION FEE

<CAPTION>
====================================================================================================================================
                                                            Proposed
   Title of Each Class of                                    Maximum             Proposed Maximum
     Securities to be             Amount to be         Offering Price Per      Aggregate Offering            Amount of
        Registered                 Registered                Share                   Price               Registration Fee
====================================================================================================================================
<S>                              <C>                            <C>                    <C>                    <C>
Common Stock, no par       
value(1)...................      900,000 shares                 $12.625                $11,362,500            $3,443.18(2)
====================================================================================================================================
<FN>
(1)  Includes  Preferred Share Purchase Rights which, prior to the occurrence of
     certain  events,  will not be exercisable or evidenced  separately from the
     Common Stock.
(2)  Calculated  in  accordance  with Rule  457(c)  solely  for the  purpose  of
     computing the amount of the  registration fee based upon the average of the
     high and low prices for the Common Stock as reported on the Nasdaq National
     Market on October 10, 1997.
====================================================================================================================================
</FN>
</TABLE>


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

     The  following   documents  and  information   heretofore  filed  with  the
Securities and Exchange Commission by Cholestech Corporation (the "Company") are
hereby incorporated by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
March 28, 1997,  filed pursuant to Section 13(a) of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act").

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 27, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's Registration Statement on Form 8-A as filed with the Commission on May
4, 1992 pursuant to Section 12(b) of the Exchange Act.

         (d) The  description of the Company's  Preferred  Stock Purchase Rights
contained in the Company's  Registration Statement on Form 8-A as filed with the
Commission on January 27, 1997 pursuant to Section 12(b) of the Exchange Act.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing such documents.

Item 4.          Description of Securities.

     Not applicable.

Item 5.          Interests of Named Experts and Counsel.

     Not applicable.

Item 6.          Indemnification of Directors and Officers.

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

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



<PAGE>


Exchange   Act  of  1934,   as  amended.   The   Registrant   has  entered  into
Indemnification Agreements with its directors and executive officers.

Item 7.          Exemption from Registration Claimed.

     Not applicable.

Item 8.          Exhibits.

       Exhibit
        Number              Document
        ------              --------
         4.3      1997 Stock Incentive Program and form of agreement thereunder.

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

         23.1     Consent of Independent Auditors.

         23.2     Consent of Counsel (contained in Exhibit 5.1).

         24.1     Power of Attorney (see page II-3).


Item 9.         Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of Registrant
pursuant to the California  General  Corporations Code, the Restated Articles of
Incorporation or the Bylaws of Registrant,  Indemnification  Agreements  entered
into between Registrant and its officers and directors, or otherwise, Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                      II-2

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cholestech Corporation, 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 Hayward, State of California,  on this 17th day
of October, 1997.

                                                 CHOLESTECH CORPORATION


                                                 By: /s/ Warren E. Pinckert II
                                                     ---------------------------
                                                     Warren E. Pinckert II
                                                     President & Chief Executive
                                                     Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each such person whose signature
appears  below  constitutes  and  appoints,  jointly  and  severally,  Warren E.
Pinckert  II and Andrea J.  Tiller his or her  attorneys-in-fact,  each with the
power of  substitution,  for him or her in any and all  capacities,  to sign any
amendments to this Registration Statement on Form S-8 (including  post-effective
amendments),  and to file  the  same,  with  all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
or her 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/ WARREN E. PINCKERT II                      President, Chief Executive Officer,                  October 17, 1997
-------------------------------                and Director (Principal Executive Officer)
(Warren E. Pinckert II)  

/s/ ANDREA J. TILLER                           Vice President of  Finance and Chief                 October 17, 1997
-------------------------------                Financial Officer (Principal Financial and
(Andrea J. Tiller)                             Accounting Officer)

/s/ HARVEY S. SADOW, PH.D.                     Chairman of the Board                                October 17, 1997
-------------------------------
(Harvey S. Sadow, Ph.D.)

/s/ JOHN L. CASTELLO                           Director                                             October 17, 1997
-------------------------------
(John L. Castello)

/s/ H.R. SHEPHERD                              Director                                             October 17, 1997
-------------------------------
(H.R. Shepherd)

/s/ JOSEPH BUCHMAN                             Director                                             October 17, 1997
-------------------------------
(Joseph Buchman M.D.)
</TABLE>

                                      II-3

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                             Cholestech Corporation

                                October 17, 1997


<PAGE>


                                INDEX TO EXHIBITS


    Exhibit
    Number                                Exhibit
    ------                                -------
     4.3       1997 Stock Incentive Program and form of agreement thereunder

     5.1       Opinion  of  Wilson  Sonsini  Goodrich  &  Rosati,   Professional
               Corporation

     23.1      Consent of Independent Auditors

     23.2      Consent of Counsel (included in Exhibit 5.1)

     24.1      Power of Attorney (see page II-3)
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 16622}]
{"company-data": {"conformed-name": "CHOLESTECH CORPORATION", "cik": "0000887227", "assigned-sic": "3845", "irs-number": "943065493", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38151", "film-number": "97697456"}, "business-address": {"street1": "3347 INVESTMENT BLVD", "city": "HAYWARD", "state": "CA", "zip": "94545", "phone": "5107327200"}, "mail-address": {"street1": "3347 INVESTMENT BLVD", "street2": "3347 INVESTMENT BLVD", "city": "HAYWARD", "state": "CA", "zip": "94545"}}
As filed with the Securities and Exchange Commission on October 17, 1997
                                                     Registration No. 333-
================================================================================

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

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

                      ------------------------------------
                             CHOLESTECH CORPORATION
             (Exact name of Registrant as specified in its charter)
                      ------------------------------------

     California                                         94-3065493
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                            3347 Investment Boulevard
                            Hayward, California 94545
   (Address, including zip code, of Registrant's principal executive offices)

                      ------------------------------------
                          1997 STOCK INCENTIVE PROGRAM
                            (Full title of the plan)

                      ------------------------------------
                                ANDREA J. TILLER
                          Vice President of Finance and
                             Chief Financial Officer
                             CHOLESTECH CORPORATION
                            3347 Investment Boulevard
                            Hayward, California 95454
                                 (510) 732-7200
(Name, address, and telephone number, including area code, of agent for service)

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

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed
   Title of Each Class of                                    Maximum             Proposed Maximum
     Securities to be             Amount to be         Offering Price Per      Aggregate Offering            Amount of
        Registered                 Registered                Share                   Price               Registration Fee
====================================================================================================================================
Common Stock, no par       
value(1)...................      900,000 shares                 $12.625                $11,362,500            $3,443.18(2)
====================================================================================================================================
(1)  Includes  Preferred Share Purchase Rights which, prior to the occurrence of
     certain  events,  will not be exercisable or evidenced  separately from the
     Common Stock.
(2)  Calculated  in  accordance  with Rule  457(c)  solely  for the  purpose  of
     computing the amount of the  registration fee based upon the average of the
     high and low prices for the Common Stock as reported on the Nasdaq National
     Market on October 10, 1997.
====================================================================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

     The  following   documents  and  information   heretofore  filed  with  the
Securities and Exchange Commission by Cholestech Corporation (the "Company") are
hereby incorporated by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
March 28, 1997,  filed pursuant to Section 13(a) of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act").

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 27, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's Registration Statement on Form 8-A as filed with the Commission on May
4, 1992 pursuant to Section 12(b) of the Exchange Act.

         (d) The  description of the Company's  Preferred  Stock Purchase Rights
contained in the Company's  Registration Statement on Form 8-A as filed with the
Commission on January 27, 1997 pursuant to Section 12(b) of the Exchange Act.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing such documents.

Item 4.          Description of Securities.

     Not applicable.

Item 5.          Interests of Named Experts and Counsel.

     Not applicable.

Item 6.          Indemnification of Directors and Officers.

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

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

Item 7.          Exemption from Registration Claimed.

     Not applicable.

Item 8.          Exhibits.

       Exhibit
        Number              Document
        ------              --------
         4.3      1997 Stock Incentive Program and form of agreement thereunder.

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

         23.1     Consent of Independent Auditors.

         23.2     Consent of Counsel (contained in Exhibit 5.1).

         24.1     Power of Attorney (see page II-3).

Item 9.         Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of Registrant
pursuant to the California  General  Corporations Code, the Restated Articles of
Incorporation or the Bylaws of Registrant,  Indemnification  Agreements  entered
into between Registrant and its officers and directors, or otherwise, Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                      II-2
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cholestech Corporation, 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 Hayward, State of California,  on this 17th day
of October, 1997.

                                                 CHOLESTECH CORPORATION

                                                 By: /s/ Warren E. Pinckert II
                                                     ---------------------------
                                                     Warren E. Pinckert II
                                                     President & Chief Executive
                                                     Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each such person whose signature
appears  below  constitutes  and  appoints,  jointly  and  severally,  Warren E.
Pinckert  II and Andrea J.  Tiller his or her  attorneys-in-fact,  each with the
power of  substitution,  for him or her in any and all  capacities,  to sign any
amendments to this Registration Statement on Form S-8 (including  post-effective
amendments),  and to file  the  same,  with  all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
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/ WARREN E. PINCKERT II                      President, Chief Executive Officer,                  October 17, 1997
-------------------------------                and Director (Principal Executive Officer)
(Warren E. Pinckert II)  

/s/ ANDREA J. TILLER                           Vice President of  Finance and Chief                 October 17, 1997
-------------------------------                Financial Officer (Principal Financial and
(Andrea J. Tiller)                             Accounting Officer)

/s/ HARVEY S. SADOW, PH.D.                     Chairman of the Board                                October 17, 1997
-------------------------------
(Harvey S. Sadow, Ph.D.)

/s/ JOHN L. CASTELLO                           Director                                             October 17, 1997
-------------------------------
(John L. Castello)

/s/ H.R. SHEPHERD                              Director                                             October 17, 1997
-------------------------------
(H.R. Shepherd)

/s/ JOSEPH BUCHMAN                             Director                                             October 17, 1997
-------------------------------
(Joseph Buchman M.D.)
II-3
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                             Cholestech Corporation

                                October 17, 1997
INDEX TO EXHIBITS

    Exhibit
    Number                                Exhibit
    ------                                -------
     4.3       1997 Stock Incentive Program and form of agreement thereunder

     5.1       Opinion  of  Wilson  Sonsini  Goodrich  &  Rosati,   Professional
               Corporation

     23.1      Consent of Independent Auditors

     23.2      Consent of Counsel (included in Exhibit 5.1)

     24.1      Power of Attorney (see page II-3)