Registration No. ____________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Network Peripherals Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     77-0216135
  ----------------------------              ------------------------------------
  (State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

                             1371 McCarthy Boulevard
                           Milpitas, California 95035
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            Network Peripherals Inc.
                                 1997 Stock Plan
                            ------------------------
                            (Full title of the plan)

                               William Rosenberger
                      President and Chief Executive Officer
                            Network Peripherals Inc.
                             1371 McCarthy Boulevard
                           Milpitas, California 95035
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  408/321-7300

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.


<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------

                                          CALCULATION OF REGISTRATION FEE

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

<CAPTION>
                                                                                Proposed
                                                     Proposed maximum           maximum
    Title of securities          Amount to be         offering price           aggregate              Amount of
     to be registered1           registered2            per share3          offering price2       registration fee
---------------------------- --------------------- --------------------- ----------------------- --------------------
<S>                              <C>                      <C>                    <C>                    <C>
       Common Stock              1,000,000                $3.375                 $3,375,000
     Par Value $0.001                                                                    


           TOTAL                  1,000,000                                      $3,375,000             $995.63
</TABLE>


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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

         Network   Peripherals  Inc.  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  containing  audited  financial  statements  for the Company's
latest fiscal year ended December 31, 1997 as filed with the Commission.


----------------------
1 The  securities  to be registered  include  options and rights to acquire such
Common Stock.

2  Pursuant  to  Rule  416(a),  this  registration  statement  also  covers  any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

3  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration  fee. As to shares subject to outstanding but unexercised  options,
the price is based upon the weighted average exercise price. As to the remaining
shares,  the price is based  upon the  average of the high and low prices of the
Common  Stock on July 29,  1998,  as reported  on the  National  Association  of
Securities Dealers Automated Quotations System.


<PAGE>


         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed  under the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

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

Item 4.   Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

         Inapplicable.

Item 6.   Indemnification of Directors and Officers

         Section  102(b) of the Delaware  General  Corporation  Law authorizes a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or  omissions  not in good  faith or  involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the Company has adopted  provisions in its  Certificate of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law the personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach or alleged breach of their duty of care.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  for  indemnification  the  indemnification  of  officers,   directors,
employees  and agents of a  corporation.  The Bylaws of the Company  provide for
indemnification  of its  directors,  officers,  employees and agents to the full
extent permitted by under Delaware law,  including those  circumstances in which
indemnification  would  otherwise  be  discretionary  under  Delaware  law.  The
Company's Bylaws also empower it to enter into  indemnification  agreements with
its  directors  and officers  and to purchase  insurance on behalf of any person
whom it is required or  permitted  to  indemnify.  The Company has entered  into
agreements with its directors and certain of its executive officers that require
the Company to indemnify  such  persons to the fullest  extent  permitted  under
Delaware law against expenses,  judgments,  fines, settlements and other amounts
actually and reasonably  incurred (including expenses of a derivative action) in
connection with any proceeding,  whether actual or threatened, to which any such
person  may be made a party by reason  of the fact that such  person is or was a
director  or an  executive  officer  of the  Company  or  any of its  affiliated
enterprises.  The  indemnification  agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.



<PAGE>


         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for  indemnification  in terms  sufficiently  broad to  indemnify  such
individuals,   under   certain   circumstances,   for   liabilities   (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended.

Item 7.   Exemption From Registration Claimed

         Inapplicable.

Item 8.   Exhibits

         See Exhibit Index.

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:

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

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

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

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

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

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

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee



<PAGE>


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 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 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.


                                    SIGNATURE

         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 Milpitas, State of California, on July 31, 1998.


                                     Network Peripherals Inc.

                                     By:   /s/ William Rosenberger
                                           -------------------------------------
                                           William Rosenberger,
                                           President and Chief Executive Officer



<PAGE>


                                POWER OF ATTORNEY

         The officers and directors of Network Peripherals Inc. whose signatures
appear below,  hereby  constitute  and appoint  William  Rosenberger  and Robert
Hersh, and each of them,  their true and lawful attorneys and agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm  all  that  each  of said  attorney  and  agent,  or  their,  her or his
substitutes, shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on July 31, 1998.


Signature                                                 Title
--------------------------------------------------------------------------------

  /s/ William Rosenberger                  President, Chief Executive Officer
---------------------------------          and Director (Principal Executive
William Rosenberger                        Officer)


  /s/ Robert Hersh                         Vice President, Operations and Chief
---------------------------------          Financial Officer
Robert Hersh                               (Principal Financial and Accounting
                                           Officer)


  /s/ Glenn E. Penisten                    Chairman of the Board of Directors
---------------------------------
Glenn E. Penisten


                                          Director
---------------------------------
Charles J. Hart


  /s/ Michael Gardner                      Director
---------------------------------
Michael Gardner


  /s/ Joseph Marengi                       Director
---------------------------------
Joseph Marengi



<PAGE>


                                  EXHIBIT INDEX


4.1        Amended and Restated  Certificate of  Incorporation of the Company is
           incorporated   by   reference   to  Exhibit  4.1  to  the   Company's
           Registration  Statement  on Form S-8 filed  with the  Securities  and
           Exchange Commission on July 25, 1997 (File No. 333-32067)

4.2        Bylaws of the Company is  incorporated by reference to Exhibit 3.2 to
           the  Company's  Registration  Statement  on Form S-1  filed  with the
           Securities  and  Exchange  Commission  on April  28,  1994  (File No.
           33-78350)

5          Opinion re legality

23.1       Consent of Counsel (included in Exhibit 5)

23.2       Consent of PricewaterhouseCoopers LLP

24         Power of Attorney  (included in signature pages to this  registration
           statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16322}]
{"company-data": {"conformed-name": "NETWORK PERIPHERALS INC", "cik": "0000922521", "assigned-sic": "3576", "irs-number": "770216135", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60359", "film-number": "98675506"}, "business-address": {"street1": "1371 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4083217300"}, "mail-address": {"street1": "1371 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
Registration No. ____________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Network Peripherals Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     77-0216135
  ----------------------------              ------------------------------------
  (State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

                             1371 McCarthy Boulevard
                           Milpitas, California 95035
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            Network Peripherals Inc.
                                 1997 Stock Plan
                            ------------------------
                            (Full title of the plan)

                               William Rosenberger
                      President and Chief Executive Officer
                            Network Peripherals Inc.
                             1371 McCarthy Boulevard
                           Milpitas, California 95035
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  408/321-7300

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
-------------------------------------------------------------------------------------------------------------------

                                          CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
Proposed
                                                     Proposed maximum           maximum
    Title of securities          Amount to be         offering price           aggregate              Amount of
     to be registered1           registered2            per share3          offering price2       registration fee
---------------------------- --------------------- --------------------- ----------------------- --------------------
Common Stock              1,000,000                $3.375                 $3,375,000
     Par Value $0.001                                                                    

           TOTAL                  1,000,000                                      $3,375,000             $995.63
--------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

         Network   Peripherals  Inc.  (the  "Company")  hereby  incorporates  by
reference in this registration statement the following documents:

         (a) The Company's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  containing  audited  financial  statements  for the Company's
latest fiscal year ended December 31, 1997 as filed with the Commission.

----------------------
1 The  securities  to be registered  include  options and rights to acquire such
Common Stock.

2  Pursuant  to  Rule  416(a),  this  registration  statement  also  covers  any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

3  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration  fee. As to shares subject to outstanding but unexercised  options,
the price is based upon the weighted average exercise price. As to the remaining
shares,  the price is based  upon the  average of the high and low prices of the
Common  Stock on July 29,  1998,  as reported  on the  National  Association  of
Securities Dealers Automated Quotations System.
(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed  under the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

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

Item 4.   Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.   Interests of Named Experts and Counsel

         Inapplicable.

Item 6.   Indemnification of Directors and Officers

         Section  102(b) of the Delaware  General  Corporation  Law authorizes a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or  omissions  not in good  faith or  involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the Company has adopted  provisions in its  Certificate of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law the personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach or alleged breach of their duty of care.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides  for  indemnification  the  indemnification  of  officers,   directors,
employees  and agents of a  corporation.  The Bylaws of the Company  provide for
indemnification  of its  directors,  officers,  employees and agents to the full
extent permitted by under Delaware law,  including those  circumstances in which
indemnification  would  otherwise  be  discretionary  under  Delaware  law.  The
Company's Bylaws also empower it to enter into  indemnification  agreements with
its  directors  and officers  and to purchase  insurance on behalf of any person
whom it is required or  permitted  to  indemnify.  The Company has entered  into
agreements with its directors and certain of its executive officers that require
the Company to indemnify  such  persons to the fullest  extent  permitted  under
Delaware law against expenses,  judgments,  fines, settlements and other amounts
actually and reasonably  incurred (including expenses of a derivative action) in
connection with any proceeding,  whether actual or threatened, to which any such
person  may be made a party by reason  of the fact that such  person is or was a
director  or an  executive  officer  of the  Company  or  any of its  affiliated
enterprises.  The  indemnification  agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.
Section  145 of the  General  Corporation  Law of the State of Delaware
provides for  indemnification  in terms  sufficiently  broad to  indemnify  such
individuals,   under   certain   circumstances,   for   liabilities   (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended.

Item 7.   Exemption From Registration Claimed

         Inapplicable.

Item 8.   Exhibits

         See Exhibit Index.

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:

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

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

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

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

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

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

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (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 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 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.

                                    SIGNATURE

         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 Milpitas, State of California, on July 31, 1998.

                                     Network Peripherals Inc.

                                     By:   /s/ William Rosenberger
                                           -------------------------------------
                                           William Rosenberger,
                                           President and Chief Executive Officer
POWER OF ATTORNEY

         The officers and directors of Network Peripherals Inc. whose signatures
appear below,  hereby  constitute  and appoint  William  Rosenberger  and Robert
Hersh, and each of them,  their true and lawful attorneys and agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm  all  that  each  of said  attorney  and  agent,  or  their,  her or his
substitutes, shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on July 31, 1998.

Signature                                                 Title
--------------------------------------------------------------------------------

  /s/ William Rosenberger                  President, Chief Executive Officer
---------------------------------          and Director (Principal Executive
William Rosenberger                        Officer)

  /s/ Robert Hersh                         Vice President, Operations and Chief
---------------------------------          Financial Officer
Robert Hersh                               (Principal Financial and Accounting
                                           Officer)

  /s/ Glenn E. Penisten                    Chairman of the Board of Directors
---------------------------------
Glenn E. Penisten

                                          Director
---------------------------------
Charles J. Hart

  /s/ Michael Gardner                      Director
---------------------------------
Michael Gardner

  /s/ Joseph Marengi                       Director
---------------------------------
Joseph Marengi
EXHIBIT INDEX

4.1        Amended and Restated  Certificate of  Incorporation of the Company is
           incorporated   by   reference   to  Exhibit  4.1  to  the   Company's
           Registration  Statement  on Form S-8 filed  with the  Securities  and
           Exchange Commission on July 25, 1997 (File No. 333-32067)

4.2        Bylaws of the Company is  incorporated by reference to Exhibit 3.2 to
           the  Company's  Registration  Statement  on Form S-1  filed  with the
           Securities  and  Exchange  Commission  on April  28,  1994  (File No.
           33-78350)

5          Opinion re legality

23.1       Consent of Counsel (included in Exhibit 5)

23.2       Consent of PricewaterhouseCoopers LLP

24         Power of Attorney  (included in signature pages to this  registration
           statement)