Filed with the Securities and Exchange Commission on January 14, 2005
                                               Registration No. 333-_______
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933





                             SALON MEDIA GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



              Delaware                                          94-3228750
   ----------------------------                              ----------------
   (State or other jurisdiction                              (I.R.S. employer
 of incorporation or organization)                          identification no.)



                          22 Fourth Street, 11th Floor
                         San Francisco, California 94103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)



                             Salon Media Group, Inc.
                                 2004 Stock Plan
                            ------------------------
                            (Full title of the plan)



                               Elizabeth Hambrecht
                              Director, President,
                      Chief Financial Officer and Secretary
                             Salon Media Group, Inc.
                          22 Fourth Street, 11th Floor
                         San Francisco, California 94103
                     ---------------------------------------
                     (Name and address of agent for service)


Telephone number, including area code, of agent for service:    415-645-9200.
                                                             -------------------


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

================================================================================
<PAGE>







================================================================================
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed         Proposed
    Title of                        maximum          maximum        Amount of
 Securities to    Amount to be   offering price     aggregate      registration
be registered(1)  registered(2)   per share(3)   offering price(3)     fee
--------------------------------------------------------------------------------
2004 Stock Plan
Common Stock       30,000,000       $0.11         $3,300,000.00      $388.41
Par Value $0.001
================================================================================






(1)  The securities to be registered include options to acquire 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 the shares subject to the 2004 Stock Plan, the
     $0.11 price is based upon the average of the high and low prices of the
     registrant's Common Stock on January 12, 2005, as reported on the OTC
     Bulletin Board.

















                                        2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------


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

          Salon Media Group, 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 on June 29,
2004, pursuant to Section 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 fiscal year ended March 31, 2004.

          (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 on June 16, 1999 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 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,

                                        3
<PAGE>
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 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 (the "Securities Act").


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;

               (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

                                        4
<PAGE>
               (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, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in 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 Securities
Act and will be governed by the final adjudication of such issue.




                                        5
<PAGE>

                                    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 San Francisco, State of California, on January
14, 2005.





                                                 Salon Media Group, Inc.



                                                 By: /s/ Elizabeth Hambrecht
                                                     -----------------------
                                                     Elizabeth Hambrecht
                                                     Director, President,
                                                     Chief Financial Officer
                                                     and Secretary

















                                        6
<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY
                        --------------------------------

          The officers and directors of Salon Media Group, Inc. whose signatures
appear below, hereby constitute and appoint David Talbot and Elizabeth
Hambrecht, 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 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 January 13, 2005.


      SIGNATURE                              TITLE
-----------------------            -------------------------

/s/ David Talbot                   Chief Executive Officer, President and
-----------------------            Chairman of the Board (Principal Executive
David Talbot                       Officer)


/s/ Elizabeth Hambrecht            Director, President, Chief Financial Officer,
-----------------------            and Secretary (Principal Financial and
Elizabeth Hambrecht                Accounting Officer)


/s/ James Rosenfield               Director
-----------------------
James Rosenfield


                                   Director
-----------------------
Robert McKay


                                   Director
-----------------------
Jann Wenner


/s/ John Warnock                   Director
-----------------------
John Warnock


/s/ Robert Ellis                   Director
-----------------------
Robert Ellis


/s/ George Hirsch                  Director
-----------------------
George Hirsch


/s/ Deepak Desai                   Director
-----------------------
Deepak Desai




                                        7
<PAGE>

                                  EXHIBIT INDEX
                                  -------------


4.1       Restated Certificate of Incorporation of the Company is incorporated
          by reference to Exhibit 3.2 to the Company's Registration Statement on
          Form S-1/A filed with the Securities and Exchange Commission on June
          18, 1999 (No. 333-76511)

4.2       Certificate of Amendment of Restated Certificate of Incorporation is
          incorporated by reference to Exhibit 3.3.1 to the Company's Current
          Report on Form 8-K filed with the Securities and Exchange Commission
          on December 13, 2004

4.3       Bylaws of the Company are incorporated by reference to Exhibit 3.4 to
          the Company's Registration Statement on Form S-1/A filed with the
          Securities and Exchange Commission on June 18, 1999 (No. 333-76511)

5         Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5)

23.2      Consent of PricewaterhouseCoopers LLP

23.3      Consent of Burr, Pilger & Mayer

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













                                        8
[{"type": "S-8", "sequence": "1", "filename": "form-s8_13194.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16942}]
{"company-data": {"conformed-name": "SALON MEDIA GROUP INC", "cik": "0001084332", "assigned-sic": "7310", "irs-number": "943228750", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122044", "film-number": "05529340"}, "business-address": {"street1": "22 FOURTH STREET", "street2": "16TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "4158828720"}, "mail-address": {"street1": "22 FOURTH STREET 16TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103"}, "former-company": [{"former-conformed-name": "SALON COM", "date-changed": "20000322"}, {"former-conformed-name": "SALON INTERNET INC", "date-changed": "19990415"}]}
Filed with the Securities and Exchange Commission on January 14, 2005
                                               Registration No. 333-_______
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             SALON MEDIA GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                          94-3228750
   ----------------------------                              ----------------
   (State or other jurisdiction                              (I.R.S. employer
 of incorporation or organization)                          identification no.)

                          22 Fourth Street, 11th Floor
                         San Francisco, California 94103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                             Salon Media Group, Inc.
                                 2004 Stock Plan
                            ------------------------
                            (Full title of the plan)

                               Elizabeth Hambrecht
                              Director, President,
                      Chief Financial Officer and Secretary
                             Salon Media Group, Inc.
                          22 Fourth Street, 11th Floor
                         San Francisco, California 94103
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:    415-645-9200.
                                                             -------------------

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
    Title of                        maximum          maximum        Amount of
 Securities to    Amount to be   offering price     aggregate      registration
be registered(1)  registered(2)   per share(3)   offering price(3)     fee
--------------------------------------------------------------------------------
2004 Stock Plan
Common Stock       30,000,000       $0.11         $3,300,000.00      $388.41
Par Value $0.001
================================================================================

(1)  The securities to be registered include options to acquire 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 the shares subject to the 2004 Stock Plan, the
     $0.11 price is based upon the average of the high and low prices of the
     registrant's Common Stock on January 12, 2005, as reported on the OTC
     Bulletin Board.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

          Salon Media Group, 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 on June 29,
2004, pursuant to Section 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 fiscal year ended March 31, 2004.

          (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 on June 16, 1999 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 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,

                                        3
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 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 (the "Securities Act").

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;

               (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

                                        4
(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, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in 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 Securities
Act and will be governed by the final adjudication of such issue.

                                        5
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 San Francisco, State of California, on January
14, 2005.

                                                 Salon Media Group, Inc.

                                                 By: /s/ Elizabeth Hambrecht
                                                     -----------------------
                                                     Elizabeth Hambrecht
                                                     Director, President,
                                                     Chief Financial Officer
                                                     and Secretary

                                        6
SIGNATURES AND POWER OF ATTORNEY
                        --------------------------------

          The officers and directors of Salon Media Group, Inc. whose signatures
appear below, hereby constitute and appoint David Talbot and Elizabeth
Hambrecht, 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 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 January 13, 2005.

      SIGNATURE                              TITLE
-----------------------            -------------------------

/s/ David Talbot                   Chief Executive Officer, President and
-----------------------            Chairman of the Board (Principal Executive
David Talbot                       Officer)

/s/ Elizabeth Hambrecht            Director, President, Chief Financial Officer,
-----------------------            and Secretary (Principal Financial and
Elizabeth Hambrecht                Accounting Officer)

/s/ James Rosenfield               Director
-----------------------
James Rosenfield

                                   Director
-----------------------
Robert McKay

                                   Director
-----------------------
Jann Wenner

/s/ John Warnock                   Director
-----------------------
John Warnock

/s/ Robert Ellis                   Director
-----------------------
Robert Ellis

/s/ George Hirsch                  Director
-----------------------
George Hirsch

/s/ Deepak Desai                   Director
-----------------------
Deepak Desai

                                        7
EXHIBIT INDEX
                                  -------------

4.1       Restated Certificate of Incorporation of the Company is incorporated
          by reference to Exhibit 3.2 to the Company's Registration Statement on
          Form S-1/A filed with the Securities and Exchange Commission on June
          18, 1999 (No. 333-76511)

4.2       Certificate of Amendment of Restated Certificate of Incorporation is
          incorporated by reference to Exhibit 3.3.1 to the Company's Current
          Report on Form 8-K filed with the Securities and Exchange Commission
          on December 13, 2004

4.3       Bylaws of the Company are incorporated by reference to Exhibit 3.4 to
          the Company's Registration Statement on Form S-1/A filed with the
          Securities and Exchange Commission on June 18, 1999 (No. 333-76511)

5         Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5)

23.2      Consent of PricewaterhouseCoopers LLP

23.3      Consent of Burr, Pilger & Mayer

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

                                        8