<PAGE>
 
   As filed with the Securities and Exchange Commission on April 29, 1997
                                                       Registration No. 333-____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT

                                     Under
                          The Securities Act of 1933

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

                         FARALLON COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)

<TABLE> 

<S>                                  <C>                              <C> 
           DELAWARE                              3661                       94-3033136
  (State or other jurisdiction       (Primary Standard Industrial         (IRS Employer
of incorporation or organization)     Classification Code Number)       Identification No.)
</TABLE> 
   

                           2470 MARINER SQUARE LOOP
                          ALAMEDA, CALIFORNIA  94501
              (Address of principal executive offices) (Zip Code)

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

                         FARALLON COMMUNICATIONS, INC.

                            1996 STOCK OPTION PLAN
                         EMPLOYEE STOCK PURCHASE PLAN

                           (Full title of the Plans)

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

                                ALAN B. LEFKOF
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         FARALLON COMMUNICATIONS, INC.
                           2470 MARINER SQUARE LOOP
                          ALAMEDA, CALIFORNIA  94501
                    (Name and address of agent for service)

                                 (510)814-5000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
=====================================================================================================
Title of                                        Proposed Maximum    Proposed Maximum
Securities                  Amount              Offering            Aggregate            Amount of
to be                       to be               Price               Offering             Registration
Registered                  Registered (1)      per Share(2)        Price(2)             Fee
-------------------------   ----------------    -----------------   -----------------    ------------
<S>                         <C>                 <C>                  <C>                 <C>

1996 Stock Option Plan
-------------------------
Options                     1,000,000           N/A                  N/A                 N/A
Common Stock 
 (par value $.001)          1,000,000           $4.00             $4,000,000           $1,212.12

Employee Stock Purchase Plan
----------------------------
 
Common Stock 
 (par value $.001)            200,000           $4.00             $  800,000           $  242.42
=====================================================================================================
</TABLE> 
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1996 Stock Option Plan and the
     Employee Stock Purchase Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of the
     outstanding shares of Common Stock of Farallon Communications, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per share of Common Stock of Farallon Communications, Inc.
     as reported on the Nasdaq National Market on April 22, 1997.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
        ---------------------------------------

        Farallon Communications, Inc. (the "Registrant") hereby incorporates by
        reference into this Registration Statement the following documents
        previously filed with the Securities and Exchange Commission (the
        "SEC"):

         a.    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended September 30, 1996;

         b.(1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended December 31, 1996;
           (2) Amendment No. 1 on Form 10-Q filed with the SEC on April 2, 1997;
               and

         c.   The Registrant's Registration Statement No. 0-28450 on Form 8-A
              filed with the SEC on May 3, 1996 pursuant to Section 12 of the
              Securities Exchange Act of 1934, as amended (the "1934 Act"),
              together with amendments thereto, in which there is described the
              terms, rights and provisions applicable to the Registrant's
              outstanding Common Stock.

         All reports and definitive proxy or information statements filed
         pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
         date of this Registration Statement and 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 into 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
         --------------------------------------
         
         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 "1933 Act"). The Registrant's Bylaws provide
         for mandatory indemnification of its directors and officers and
         permissible indemnification of employees and other agents to the
         maximum extent permitted by the Delaware General Corporation Law. The
         Registrant's Certificate of Incorporation provides that, pursuant to
         Delaware law, its directors shall not be liable for monetary damages
         for breach of their fiduciary duty as directors to the Registrant and
         its stockholders. This provision in the Certificate of Incorporation
         does not eliminate the fiduciary duty of the directors, and, in
         appropriate circumstances, equitable remedies such as injunctive or
         other forms of non-monetary relief will remain available under Delaware
         law. In addition, each director will continue to be subject to
         liability for breach of the director's duty of loyalty to the
         Registrant for acts or omissions not in good faith or involving
         intentional misconduct, for knowing violations of law, for actions
         leading to improper personal benefit to the director and for payment of
         dividends or approval of stock repurchases or redemptions that are
         unlawful under Delaware law. The provision also does not affect a
         director's responsibilities under any other law, such as the federal
         securities laws or state or federal environmental laws. The 

<PAGE>
 
         Registrant has entered into Indemnification Agreements with its
         officers and directors. The Indemnification Agreements provide the
         Registrant's officers and directors with further indemnification to the
         maximum extent permitted by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
         -----------------------------------
         
         Not Applicable.

Item 8.  Exhibits
         --------

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

4                    Instrument Defining Rights of Stockholders. Reference is
                     made to Registrant's Registration Statement No. 0-28450 on
                     Form 8-A, which is incorporated herein by reference
                     pursuant to Item 3(c) of this Registration Statement.
5                    Opinion and consent of Gunderson Dettmer Stough Villeneuve
                     Franklin & Hachigian, LLP.
23.1                 Consent of KPMG Peat Marwick LLP, Independent Certified 
                     Public Accountants.
23.2                 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                     Hachigian, LLP is contained in Exhibit 5.
24                   Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.
99.1                 1996 Stock Option Plan.
99.2                 Employee Stock Purchase Plan.


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 1933 Act, (ii) to
         reflect in the prospectus any facts or events arising after the
         effective date of this 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 this
         Registration Statement and (iii) to include any material information
         with respect to the plan of distribution not previously disclosed in
         this Registration Statement or any material change to such information
         in this Registration Statement; provided, however, that clauses (1)(i)
         and (1)(ii) shall 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 1934 Act that are incorporated by reference into
         this Registration Statement; (2) that for the purpose of determining
         any liability under the 1933 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 and
         (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 Registrant's 1996 Stock Option Plan and Employee
         Stock Purchase Plan.

                     B. The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the 1933 Act, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the 1934 Act that is incorporated by reference into this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                     C. Insofar as indemnification for liabilities arising under
         the 1933 Act may be permitted to directors, officers or controlling
         persons of the Registrant pursuant to the indemnification provisions
         summarized in Item 6 or otherwise, the Registrant has been advised
         that, in the opinion of the SEC, such indemnification is against public
         policy as expressed in the 1933 Act, and is, therefore, 

                                      II-2
<PAGE>
 
         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 1933 Act and will be governed by the final
         adjudication of such issue.

                                      II-3
<PAGE>
 
                                  SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
         as amended, 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
         Alameda, State of California on this 25 day of April, 1997.

                                       FARALLON COMMUNICATIONS, INC.


                                       By: /s/ Alan B. Lefkof
                                          -------------------------------------
                                          Alan B. Lefkof
                                          President and Chief Executive Officer


                               POWER OF ATTORNEY
                               -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

                     That the undersigned officers and directors of Farallon
         Communications, Inc., a Delaware corporation, do hereby constitute and
         appoint Alan B. Lefkof and James A. Clark, and either of them, the
         lawful attorneys-in-fact and agents with full power and authority to do
         any and all acts and things and to execute any and all instruments
         which said attorneys and agents, and either one of them, determine may
         be necessary or advisable or required to enable said corporation to
         comply with the Securities Act of 1933, as amended, and any rules or
         regulations or requirements of the Securities and Exchange Commission
         in connection with this Registration Statement. Without limiting the
         generality of the foregoing power and authority, the powers granted
         include the power and authority to sign the names of the undersigned
         officers and directors in the capacities indicated below to this
         Registration Statement, to any and all amendments, both pre-effective
         and post-effective, and supplements to this Registration Statement, and
         to any and all instruments or documents filed as part of or in
         conjunction with this Registration Statement or amendments or
         supplements thereof, and either of the undersigned hereby ratifies and
         confirms all that said attorneys and agents, or either one of them,
         shall do or cause to be done by virtue hereof. This Power of Attorney
         may be signed in several counterparts .

                     IN WITNESS WHEREOF, each of the undersigned has executed
         this Power of Attorney as of the date indicated.

                     Pursuant to the requirements of the Securities Act of 1933,
         as amended, this Registration Statement has been signed below by the
         following persons in the capacities and on the dates indicated.

Signature                         Title                               Date
---------                         -----                               ----

    /s/ Alan B. Lefkof
---------------------------       President and Chief           April 25, 1997
Alan B. Lefkof                    Executive Officer           
                                  and Director
                                  (Principal Executive Officer)


    /s/ James A. Clark
---------------------------       Vice President and            April 25, 1997
James A. Clark                    Chief Financial Officer
                                  (Principal Financial and 
                                  Accounting Officer)

                                      II-4
<PAGE>
 
    /s/ Reese M. Jones
___________________________       Director                      April 25, 1997
Reese M. Jones


___________________________       Director                      ________, 1997
Bandel L. Carano


  /s/ David F. Marquardt
___________________________       Director                      April 25, 1997
David F. Marquardt


   /s/ James R. Swartz
___________________________       Director                      April 25, 1997
James R. Swartz

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
Exhibit
Number               Exhibit
-------              -------

4                    Instrument Defining Rights of Stockholders. Reference is
                     made to Registrant's Registration Statement No. 0-28450 on
                     Form 8-A, which is incorporated herein by reference
                     pursuant to Item 3(c) of this Registration Statement.
5                    Opinion and consent of Gunderson Dettmer Stough Villeneuve
                     Franklin & Hachigian, LLP.
23.1                 Consent of KPMG Peat Marwick LLP, Independent Certified 
                     Public Accountants.
23.2                 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                     Hachigian, LLP is contained in Exhibit 5.
24                   Power of Attorney. Reference is made to page II-3 of this
                     Registration Statement.
99.1                 1996 Stock Option Plan.
99.2                 Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18944}]
{"company-data": {"conformed-name": "FARALLON COMMUNICATIONS INC", "cik": "0001012482", "assigned-sic": "7373", "irs-number": "943033136", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26081", "film-number": "97590144"}, "business-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108145100"}, "mail-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501"}}
As filed with the Securities and Exchange Commission on April 29, 1997
                                                       Registration No. 333-____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT

                                     Under
                          The Securities Act of 1933

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

                         FARALLON COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)
DELAWARE                              3661                       94-3033136
  (State or other jurisdiction       (Primary Standard Industrial         (IRS Employer
of incorporation or organization)     Classification Code Number)       Identification No.)
2470 MARINER SQUARE LOOP
                          ALAMEDA, CALIFORNIA  94501
              (Address of principal executive offices) (Zip Code)

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

                         FARALLON COMMUNICATIONS, INC.

                            1996 STOCK OPTION PLAN
                         EMPLOYEE STOCK PURCHASE PLAN

                           (Full title of the Plans)

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

                                ALAN B. LEFKOF
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         FARALLON COMMUNICATIONS, INC.
                           2470 MARINER SQUARE LOOP
                          ALAMEDA, CALIFORNIA  94501
                    (Name and address of agent for service)

                                 (510)814-5000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of                                        Proposed Maximum    Proposed Maximum
Securities                  Amount              Offering            Aggregate            Amount of
to be                       to be               Price               Offering             Registration
Registered                  Registered (1)      per Share(2)        Price(2)             Fee
-------------------------   ----------------    -----------------   -----------------    ------------
1996 Stock Option Plan
-------------------------
Options                     1,000,000           N/A                  N/A                 N/A
Common Stock 
 (par value $.001)          1,000,000           $4.00             $4,000,000           $1,212.12

Employee Stock Purchase Plan
----------------------------
 
Common Stock 
 (par value $.001)            200,000           $4.00             $  800,000           $  242.42
=====================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1996 Stock Option Plan and the
     Employee Stock Purchase Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of the
     outstanding shares of Common Stock of Farallon Communications, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per share of Common Stock of Farallon Communications, Inc.
     as reported on the Nasdaq National Market on April 22, 1997.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
        ---------------------------------------

        Farallon Communications, Inc. (the "Registrant") hereby incorporates by
        reference into this Registration Statement the following documents
        previously filed with the Securities and Exchange Commission (the
        "SEC"):

         a.    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended September 30, 1996;

         b.(1) The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended December 31, 1996;
           (2) Amendment No. 1 on Form 10-Q filed with the SEC on April 2, 1997;
               and

         c.   The Registrant's Registration Statement No. 0-28450 on Form 8-A
              filed with the SEC on May 3, 1996 pursuant to Section 12 of the
              Securities Exchange Act of 1934, as amended (the "1934 Act"),
              together with amendments thereto, in which there is described the
              terms, rights and provisions applicable to the Registrant's
              outstanding Common Stock.

         All reports and definitive proxy or information statements filed
         pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
         date of this Registration Statement and 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 into 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
         --------------------------------------
         
         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 "1933 Act"). The Registrant's Bylaws provide
         for mandatory indemnification of its directors and officers and
         permissible indemnification of employees and other agents to the
         maximum extent permitted by the Delaware General Corporation Law. The
         Registrant's Certificate of Incorporation provides that, pursuant to
         Delaware law, its directors shall not be liable for monetary damages
         for breach of their fiduciary duty as directors to the Registrant and
         its stockholders. This provision in the Certificate of Incorporation
         does not eliminate the fiduciary duty of the directors, and, in
         appropriate circumstances, equitable remedies such as injunctive or
         other forms of non-monetary relief will remain available under Delaware
         law. In addition, each director will continue to be subject to
         liability for breach of the director's duty of loyalty to the
         Registrant for acts or omissions not in good faith or involving
         intentional misconduct, for knowing violations of law, for actions
         leading to improper personal benefit to the director and for payment of
         dividends or approval of stock repurchases or redemptions that are
         unlawful under Delaware law. The provision also does not affect a
         director's responsibilities under any other law, such as the federal
         securities laws or state or federal environmental laws. The
Registrant has entered into Indemnification Agreements with its
         officers and directors. The Indemnification Agreements provide the
         Registrant's officers and directors with further indemnification to the
         maximum extent permitted by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
         -----------------------------------
         
         Not Applicable.

Item 8.  Exhibits
         --------

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

4                    Instrument Defining Rights of Stockholders. Reference is
                     made to Registrant's Registration Statement No. 0-28450 on
                     Form 8-A, which is incorporated herein by reference
                     pursuant to Item 3(c) of this Registration Statement.
5                    Opinion and consent of Gunderson Dettmer Stough Villeneuve
                     Franklin & Hachigian, LLP.
23.1                 Consent of KPMG Peat Marwick LLP, Independent Certified 
                     Public Accountants.
23.2                 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                     Hachigian, LLP is contained in Exhibit 5.
24                   Power of Attorney. Reference is made to page II-4 of this
                     Registration Statement.
99.1                 1996 Stock Option Plan.
99.2                 Employee Stock Purchase Plan.

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 1933 Act, (ii) to
         reflect in the prospectus any facts or events arising after the
         effective date of this 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 this
         Registration Statement and (iii) to include any material information
         with respect to the plan of distribution not previously disclosed in
         this Registration Statement or any material change to such information
         in this Registration Statement; provided, however, that clauses (1)(i)
         and (1)(ii) shall 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 1934 Act that are incorporated by reference into
         this Registration Statement; (2) that for the purpose of determining
         any liability under the 1933 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 and
         (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 Registrant's 1996 Stock Option Plan and Employee
         Stock Purchase Plan.

                     B. The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the 1933 Act, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the 1934 Act that is incorporated by reference into this
         Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                     C. Insofar as indemnification for liabilities arising under
         the 1933 Act may be permitted to directors, officers or controlling
         persons of the Registrant pursuant to the indemnification provisions
         summarized in Item 6 or otherwise, the Registrant has been advised
         that, in the opinion of the SEC, such indemnification is against public
         policy as expressed in the 1933 Act, and is, therefore, 

                                      II-2
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 1933 Act and will be governed by the final
         adjudication of such issue.

                                      II-3
SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
         as amended, 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
         Alameda, State of California on this 25 day of April, 1997.

                                       FARALLON COMMUNICATIONS, INC.

                                       By: /s/ Alan B. Lefkof
                                          -------------------------------------
                                          Alan B. Lefkof
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

                     That the undersigned officers and directors of Farallon
         Communications, Inc., a Delaware corporation, do hereby constitute and
         appoint Alan B. Lefkof and James A. Clark, and either of them, the
         lawful attorneys-in-fact and agents with full power and authority to do
         any and all acts and things and to execute any and all instruments
         which said attorneys and agents, and either one of them, determine may
         be necessary or advisable or required to enable said corporation to
         comply with the Securities Act of 1933, as amended, and any rules or
         regulations or requirements of the Securities and Exchange Commission
         in connection with this Registration Statement. Without limiting the
         generality of the foregoing power and authority, the powers granted
         include the power and authority to sign the names of the undersigned
         officers and directors in the capacities indicated below to this
         Registration Statement, to any and all amendments, both pre-effective
         and post-effective, and supplements to this Registration Statement, and
         to any and all instruments or documents filed as part of or in
         conjunction with this Registration Statement or amendments or
         supplements thereof, and either of the undersigned hereby ratifies and
         confirms all that said attorneys and agents, or either one of them,
         shall do or cause to be done by virtue hereof. This Power of Attorney
         may be signed in several counterparts .

                     IN WITNESS WHEREOF, each of the undersigned has executed
         this Power of Attorney as of the date indicated.

                     Pursuant to the requirements of the Securities Act of 1933,
         as amended, this Registration Statement has been signed below by the
         following persons in the capacities and on the dates indicated.

Signature                         Title                               Date
---------                         -----                               ----

    /s/ Alan B. Lefkof
---------------------------       President and Chief           April 25, 1997
Alan B. Lefkof                    Executive Officer           
                                  and Director
                                  (Principal Executive Officer)

    /s/ James A. Clark
---------------------------       Vice President and            April 25, 1997
James A. Clark                    Chief Financial Officer
                                  (Principal Financial and 
                                  Accounting Officer)

                                      II-4
/s/ Reese M. Jones
___________________________       Director                      April 25, 1997
Reese M. Jones

___________________________       Director                      ________, 1997
Bandel L. Carano

  /s/ David F. Marquardt
___________________________       Director                      April 25, 1997
David F. Marquardt

   /s/ James R. Swartz
___________________________       Director                      April 25, 1997
James R. Swartz

                                      II-5
EXHIBIT INDEX
                                 -------------
Exhibit
Number               Exhibit
-------              -------

4                    Instrument Defining Rights of Stockholders. Reference is
                     made to Registrant's Registration Statement No. 0-28450 on
                     Form 8-A, which is incorporated herein by reference
                     pursuant to Item 3(c) of this Registration Statement.
5                    Opinion and consent of Gunderson Dettmer Stough Villeneuve
                     Franklin & Hachigian, LLP.
23.1                 Consent of KPMG Peat Marwick LLP, Independent Certified 
                     Public Accountants.
23.2                 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                     Hachigian, LLP is contained in Exhibit 5.
24                   Power of Attorney. Reference is made to page II-3 of this
                     Registration Statement.
99.1                 1996 Stock Option Plan.
99.2                 Employee Stock Purchase Plan.