<PAGE>
 
As filed with the Securities and Exchange Commission on April 23, 1997.
                             Subject to amendment.
                                                       Registration No.333-    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                             WESTERBEKE CORPORATION
               (Exact name of issuer as specified in its charter)

           DELAWARE                                              041925880
(State or other jurisdiction                                  (I.R.S. Employer
         of incorporation                                    Identification No.)
         or organization)

                                   ----------

                              Avon Industrial Park
                           Avon, Massachusetts  02322
                    (Address of principal executive offices)

                                   ----------

                             WESTERBEKE CORPORATION
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------

                            JOHN H. WESTERBEKE, JR.
                                   President
                             Westerbeke Corporation
                              Avon Industrial Park
                           Avon, Massachusetts  02322
                                 (508) 588-7700
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   ----------

                                    Copy to:
                             THOMAS M. HAYTHE, Esq.
                                Haythe & Curley
                                237 Park Avenue
                           New York, New York  10017

                                   ----------

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                   Registration Statement becomes effective.

                                   ----------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
                                                    Proposed                   
    Title of                   Proposed maximum      maximum       Amount of   
 securities to    Amount to        offering         aggregate     registration 
 be registered  be registered  price per share*  offering price*      fee      
<S>                <C>              <C>            <C>              <C>        
Common Stock       150,000          $2.9375         $440,625.00     $133.52    
 ($.01 par
 value)
===============================================================================
</TABLE>

*    Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h)(1) under the Securities Act of 1933, as
     amended, on the basis of the average of the high and low prices of the
     Common Stock on April 18, 1997, as reported on the NASDAQ National Market
     System.

                               Page 1 of 34 pages
<PAGE>
 
                                                                               2


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

          The Company hereby states that (i) the documents listed in (a) through
(c) below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
                                                                               
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 26, 1996.                                                           

          (b) Quarterly Report on Form 10-Q for the quarter ended January 25,
1997.

          (c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, filed on July 2, 1986.

Item 4.  Description of Securities.                                            
         -------------------------                                             
                                                                               
          Not applicable.                                                      
                                                                               
Item 5.  Interests of Named Experts and Counsel.                               
         --------------------------------------                                
                                                                               
          Thomas M. Haythe, Esq., a partner in the law firm of Haythe & Curley,
the Company's Counsel, is a director of the Company. As of April 18, 1997, Mr.
Haythe held options under the Company's Stock Option Plan to purchase 11,220
shares of the Company's Common Stock.
<PAGE>
 
                                                                               3

Item 6.  Indemnification of Directors and Officers.                       
         -----------------------------------------                             
                                                                               
          Article Sixth of the Certificate of Incorporation of the Company
provides that the Company shall indemnify and hold harmless any director,
officer, employee or agent of the Company from and against any all expenses and
liabilities that may be imposed upon or incurred by him in connection with, or
as a result of, any proceeding in which he may become involved, as a party or
otherwise, by reason of the fact that he is or was such a director, officer,
employee or agent of the Company, whether or not he continues to be such at the
time such expenses and liabilities shall have been imposed or incurred, to the
extent permitted by the laws of the State of Delaware, as they may be amended
from time to time.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.                                  
         -----------------------------------                                   
                                                                               
          Not applicable.                                                      
                                                                               
Item 8.  Exhibits.                                                             
         --------                                                              
                                                                               
          The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
                                                                               
Item 9.  Undertakings.                                                         
         ------------                                                          
                                                                               
          The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:
                                                                               
          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
                                                                               
          (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
                                                                               
          (ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration
<PAGE>
 
                                                                               4

Statement (or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
                                                                               
          (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 paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement;
                                                                               
         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; 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 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
Securities Exchange Act of 1934 that is incorporated by reference in 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.
                                                                               
         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a
<PAGE>
 
                                                                               5

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 Act and
will be governed by the final adjudication of such issue.
                                                                               
<PAGE>
 
                                                                               6

                          POWER OF ATTORNEY                                    
                                                                               
         The Registrant and each person whose signature appears below hereby
appoints John H. Westerbeke, Jr. and Thomas M. Haythe as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, one or more amendments (including post-effective amendments) to this
Registration Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.            

                              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 Avon and Commonwealth of Massachusetts on the 22nd 
day of April, 1997.                                   

                                                                               
                                     WESTERBEKE CORPORATION  
                                                                               
                                                                               
                                     By  /s/  John H. Westerbeke, Jr.         
                                       ------------------------------
                                              John H. Westerbeke, Jr. 
                                              Chairman of the Board   
                                              and President           
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.     
 
<TABLE> 
<CAPTION>  
           Signature                            Title                   Date
-------------------------------         ---------------------           ----
<S>                                     <C>  
  /s/  John H. Westerbeke, Jr.           Chairman of the        
-------------------------------          Board, President and          4/22/97
       John H. Westerbeke, Jr.           Principal Executive    
                                         Officer                 

</TABLE> 
<PAGE>
 
                                                                               7

<TABLE> 
<CAPTION>  
           Signature                            Title                   Date
-------------------------------         ---------------------           ----
<S>                                     <C>                          <C> 
 /s/  Carleton F. Bryant III            Executive Vice                4/22/97
-------------------------------         President, Chief 
      Carleton F. Bryant III            Operating Officer
                                        and Principal     
                                        Financial and               
                                        Accounting Officer          
                                                                    
                                                                    
     /s/  Gerald Bench                  Director                      4/22/97
-------------------------------                                     
          Gerald Bench                                                        
                                                                    
                                                                    
    /s/  Thomas M. Haythe               Director                      4/22/97
-------------------------------                                     
         Thomas M. Haythe                                                    
                                                                    
                                                                    
    /s/  Nicholas H. Safford            Director                      4/22/97
-------------------------------
         Nicholas H. Safford
 
 
    /s/  James W. Storey                Director                      4/22/97
-------------------------------                 
         James W. Storey                                 
                                                
                                                
 /s/  John H. Westerbeke, Sr.           Director                      4/22/97
-------------------------------
      John H. Westerbeke, Sr.
</TABLE> 
 
<PAGE>
 
                                                                               8

                       CONSENT OF INDEPENDENT ACCOUNTANTS


                       [LETTERHEAD OF PEAT MARWICK LLP]


                        Consent of Independent Auditors
                        -------------------------------

To the Board of Directors and Stockholders
  of Westerbeke Corporation:

We consent to the incorporation by reference in the Registration Statement on 
Form S-8 of Westerbeke Corporation of our report dated December 20, 1996 
relating to the consolidated balance sheets of Westerbeke Corporation and 
subsidiary as of October 26, 1996 and October 28, 1995, and the related 
consolidated statements of operations, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended October 26, 1996, and
related schedule, which report appears in the October 26, 1996 annual report on 
Form 10-K of Westerbeke Corporation.


                                                /s/  KPMG Peat Marwick LLP

Boston, Massachusetts
April 22, 1997
<PAGE>
 
                                                                               9

                               CONSENT OF COUNSEL


          The consent of Haythe & Curley is contained in their opinion filed as
Exhibit 5 to this Registration Statement.
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number              Description of Exhibit              Page                
------              ----------------------              ----    
<S>         <C>   <C>                                   <C>     
4(i)        -     Copy of the Plan                        11    
                                                                 
4(ii)       -     Form of Stock Option Certificate        18     
                                                                 
4(iii)      -     Form of Incentive Stock Option          26     
                  Certificate                                    
                                                                 
5           -     Opinion of Haythe & Curley              34     
                                                                 
23(i)       -     Consent of KPMG Peat Marwick LLP         8     
                  (See "Consent of Independent                   
                  Accountants" in the Registration               
                  Statement)                                     
                                                                 
23(ii)      -     Consent of Haythe & Curley                     
                  (contained in Exhibit 5)                       
                                                                 
24          -     Power of Attorney (See "Power            6     
                  of Attorney" in the Registration            
                  Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21122}]
{"company-data": {"conformed-name": "WESTERBEKE CORP", "cik": "0000796502", "assigned-sic": "3621", "irs-number": "041925880", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25687", "film-number": "97585757"}, "business-address": {"street1": "AVON INDUSTRIAL PARK", "street2": "41 LEDIN DRIVE", "city": "AVON", "state": "MA", "zip": "02322", "phone": "5085887700"}, "mail-address": {"street1": "AVON INDUSTRIAL PARK", "city": "AVON", "state": "MA", "zip": "02322"}}
As filed with the Securities and Exchange Commission on April 23, 1997.
                             Subject to amendment.
                                                       Registration No.333-    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                             WESTERBEKE CORPORATION
               (Exact name of issuer as specified in its charter)

           DELAWARE                                              041925880
(State or other jurisdiction                                  (I.R.S. Employer
         of incorporation                                    Identification No.)
         or organization)

                                   ----------

                              Avon Industrial Park
                           Avon, Massachusetts  02322
                    (Address of principal executive offices)

                                   ----------

                             WESTERBEKE CORPORATION
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------

                            JOHN H. WESTERBEKE, JR.
                                   President
                             Westerbeke Corporation
                              Avon Industrial Park
                           Avon, Massachusetts  02322
                                 (508) 588-7700
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   ----------

                                    Copy to:
                             THOMAS M. HAYTHE, Esq.
                                Haythe & Curley
                                237 Park Avenue
                           New York, New York  10017

                                   ----------

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                   Registration Statement becomes effective.

                                   ----------

                        CALCULATION OF REGISTRATION FEE
===============================================================================
                                                    Proposed                   
    Title of                   Proposed maximum      maximum       Amount of   
 securities to    Amount to        offering         aggregate     registration 
 be registered  be registered  price per share*  offering price*      fee
Common Stock       150,000          $2.9375         $440,625.00     $133.52    
 ($.01 par
 value)
===============================================================================
*    Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h)(1) under the Securities Act of 1933, as
     amended, on the basis of the average of the high and low prices of the
     Common Stock on April 18, 1997, as reported on the NASDAQ National Market
     System.

                               Page 1 of 34 pages
2

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The Company hereby states that (i) the documents listed in (a) through
(c) below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
                                                                               
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 26, 1996.                                                           

          (b) Quarterly Report on Form 10-Q for the quarter ended January 25,
1997.

          (c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, filed on July 2, 1986.

Item 4.  Description of Securities.                                            
         -------------------------                                             
                                                                               
          Not applicable.                                                      
                                                                               
Item 5.  Interests of Named Experts and Counsel.                               
         --------------------------------------                                
                                                                               
          Thomas M. Haythe, Esq., a partner in the law firm of Haythe & Curley,
the Company's Counsel, is a director of the Company. As of April 18, 1997, Mr.
Haythe held options under the Company's Stock Option Plan to purchase 11,220
shares of the Company's Common Stock.
3

Item 6.  Indemnification of Directors and Officers.                       
         -----------------------------------------                             
                                                                               
          Article Sixth of the Certificate of Incorporation of the Company
provides that the Company shall indemnify and hold harmless any director,
officer, employee or agent of the Company from and against any all expenses and
liabilities that may be imposed upon or incurred by him in connection with, or
as a result of, any proceeding in which he may become involved, as a party or
otherwise, by reason of the fact that he is or was such a director, officer,
employee or agent of the Company, whether or not he continues to be such at the
time such expenses and liabilities shall have been imposed or incurred, to the
extent permitted by the laws of the State of Delaware, as they may be amended
from time to time.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.                                  
         -----------------------------------                                   
                                                                               
          Not applicable.                                                      
                                                                               
Item 8.  Exhibits.                                                             
         --------                                                              
                                                                               
          The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
                                                                               
Item 9.  Undertakings.                                                         
         ------------                                                          
                                                                               
          The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:
                                                                               
          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
                                                                               
          (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
                                                                               
          (ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration
4

Statement (or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
                                                                               
          (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 paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement;
                                                                               
         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; 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 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
Securities Exchange Act of 1934 that is incorporated by reference in 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.
                                                                               
         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a
5

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 Act and
will be governed by the final adjudication of such issue.
6

                          POWER OF ATTORNEY                                    
                                                                               
         The Registrant and each person whose signature appears below hereby
appoints John H. Westerbeke, Jr. and Thomas M. Haythe as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, one or more amendments (including post-effective amendments) to this
Registration Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.            

                              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 Avon and Commonwealth of Massachusetts on the 22nd 
day of April, 1997.                                   

                                                                               
                                     WESTERBEKE CORPORATION  
                                                                               
                                                                               
                                     By  /s/  John H. Westerbeke, Jr.         
                                       ------------------------------
                                              John H. Westerbeke, Jr. 
                                              Chairman of the Board   
                                              and President           
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                            Title                   Date
-------------------------------         ---------------------           ----
/s/  John H. Westerbeke, Jr.           Chairman of the        
-------------------------------          Board, President and          4/22/97
       John H. Westerbeke, Jr.           Principal Executive    
                                         Officer
7
Signature                            Title                   Date
-------------------------------         ---------------------           ----
/s/  Carleton F. Bryant III            Executive Vice                4/22/97
-------------------------------         President, Chief 
      Carleton F. Bryant III            Operating Officer
                                        and Principal     
                                        Financial and               
                                        Accounting Officer          
                                                                    
                                                                    
     /s/  Gerald Bench                  Director                      4/22/97
-------------------------------                                     
          Gerald Bench                                                        
                                                                    
                                                                    
    /s/  Thomas M. Haythe               Director                      4/22/97
-------------------------------                                     
         Thomas M. Haythe                                                    
                                                                    
                                                                    
    /s/  Nicholas H. Safford            Director                      4/22/97
-------------------------------
         Nicholas H. Safford
 
 
    /s/  James W. Storey                Director                      4/22/97
-------------------------------                 
         James W. Storey                                 
                                                
                                                
 /s/  John H. Westerbeke, Sr.           Director                      4/22/97
-------------------------------
      John H. Westerbeke, Sr.
8

                       CONSENT OF INDEPENDENT ACCOUNTANTS

                       [LETTERHEAD OF PEAT MARWICK LLP]

                        Consent of Independent Auditors
                        -------------------------------

To the Board of Directors and Stockholders
  of Westerbeke Corporation:

We consent to the incorporation by reference in the Registration Statement on 
Form S-8 of Westerbeke Corporation of our report dated December 20, 1996 
relating to the consolidated balance sheets of Westerbeke Corporation and 
subsidiary as of October 26, 1996 and October 28, 1995, and the related 
consolidated statements of operations, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended October 26, 1996, and
related schedule, which report appears in the October 26, 1996 annual report on 
Form 10-K of Westerbeke Corporation.

                                                /s/  KPMG Peat Marwick LLP

Boston, Massachusetts
April 22, 1997
9

                               CONSENT OF COUNSEL

          The consent of Haythe & Curley is contained in their opinion filed as
Exhibit 5 to this Registration Statement.
INDEX TO EXHIBITS
Number              Description of Exhibit              Page                
------              ----------------------              ----
4(i)        -     Copy of the Plan                        11    
                                                                 
4(ii)       -     Form of Stock Option Certificate        18     
                                                                 
4(iii)      -     Form of Incentive Stock Option          26     
                  Certificate                                    
                                                                 
5           -     Opinion of Haythe & Curley              34     
                                                                 
23(i)       -     Consent of KPMG Peat Marwick LLP         8     
                  (See "Consent of Independent                   
                  Accountants" in the Registration               
                  Statement)                                     
                                                                 
23(ii)      -     Consent of Haythe & Curley                     
                  (contained in Exhibit 5)                       
                                                                 
24          -     Power of Attorney (See "Power            6     
                  of Attorney" in the Registration            
                  Statement)