<PAGE>
 
    As filed with the Securities and Exchange Commission on April 27, 1995.
                                                  Registration No. 33-__________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            CONNER PERIPHERALS, INC.
               (Exact name of issuer as specified in its charter)

           DELAWARE                                  94-2968210
   (State of incorporation)               (IRS Employer Identification No.)

                                3081 Zanker Road
                           San Jose, California 95134
             (Address and Zip Code of Principal Executive Offices)

               Conner Peripherals, Inc. 1995 Director Stock Plan
             Conner Peripherals, Inc. Employee Stock Purchase Plan
                          (Full title of the plan(s))

                              Susan J. Wolfe, Esq.
                            CONNER PERIPHERALS, INC.
                                3081 Zanker Road
                           San Jose, California 95134
                    (Name and address of agent for service)

                                 (408) 456-4500
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                  Title of                          Amount            Proposed              Proposed         Amount of
                Securities to                       to be         Maximum Offering     Maximum Aggregate    Registration
                be Registered                     Registered       Price Per Share       Offering Price         Fee
- ------------------------------------------------------------------------------------------------------------------------ 
<S>                                             <C>              <C>                   <C>                  <C>
Common Stock, $.001 par value per share

Upon issuance of shares under the                 300,000 shs.       $  9.750(1)         $ 2,925,000(1)      $1,008.63
Registrant's 1995 Director Stock Plan

Upon issuance of shares under the               2,300,000 shs.       $  8.288(2)         $19,061,250(2)      $6,572.89
Registrant's Employee Stock Purchase Plan

Total...............................................................................................         $7,581.52
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on the
    basis of $9.75, the average of the high and low prices for the Registrant's
    Common Stock as reported on the New York Stock Exchange on April 25, 1995.

(2) Estimated solely for the purpose of calculating the registration fee on the
    basis of 85% of $8.288, the average of the high and low prices for the
    Registrant's Common Stock as reported on the New York Stock Exchange on
    April 25, 1995. 
<PAGE>
 
                            CONNER PERIPHERALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               There are hereby incorporated by reference in this Registration
     Statement the following documents and information heretofore filed with the
     Securities and Exchange Commission (the "SEC") by Conner Peripherals, Inc.
     (referred to herein as the "Registrant" or the "Company"):

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994, filed pursuant to Section 13 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act");

          (b)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-B filed with the SEC
               on September 9, 1992 pursuant to Section 12(b) of the 1934 Act;
               and

          (c)  The description of the Company's Preferred Stock Purchase Rights
               contained in the Company's Registration Statement on Form 8-A
               filed with the SEC on November 29, 1994 pursuant to Section 12(b)
               of the 1934 Act.

               All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of
     this Registration Statement and prior to the filing of a post-effective
     amendment which indicates that all securities offered have been sold or
     which deregisters all securities then remaining unsold shall be deemed to
     be incorporated by reference in this Registration Statement and to be part
     hereof from the date of filing of such documents.

     ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General Corporation Law authorizes a
     court to award, or a corporation's Board of Directors to grant,
     indemnification to directors and officers in terms sufficiently broad to
     permit such indemnification under certain circumstances for liabilities
     (including reimbursement for expenses incurred) arising under the
     Securities Act of 1933, as amended (the "1933 Act").  Article VI of the
     Company's Bylaws provides for the indemnification of its directors,
     officers, employees and other agents to the maximum extent permitted by the
     Delaware General Corporation Law.  In addition, the Company's Certificate
     of Incorporation provides that, pursuant to Delaware law, its directors
     shall not be liable for monetary damages for a breach of the directors'
     fiduciary duty as a

                                     II-2
<PAGE>
 
     director to the Company and its stockholders, provided that such liability
     does not arise from certain proscribed conduct.  Further, the Company
     entered into contractual agreements with its officers, directors and
     certain agents which (i) provide such indemnities with further
     indemnification to the maximum extent permitted by the Delaware General
     Corporation Law and (ii) resolve certain procedural and substantive matters
     that aren't covered, or are covered in less detail, in the Company's
     Bylaws, Certificate of Incorporation and the Delaware General Corporation
     Law.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

     ITEM 8.  EXHIBITS.
<TABLE> 
<CAPTION> 
       Exhibit
       Number                   Description
       ------     ---------------------------------------------
       <C>        <S> 
        4.1       Employee Stock Purchase Plan, as amended.

        4.2(1)    1995 Director Stock Plan.

        5.1       Opinion of counsel as to the legality of the securities being
                   registered.

       23.1       Consent of independent accountants (see page II-7).

       23.2       Consent of counsel (contained in Exhibit 5.1).

       24.1       Power of Attorney (see page II-5 and II-6).
</TABLE> 
     ___________

     (1)  Incorporated by reference to the Registrant's Annual Report on Form
          10-K filed with the Securities and Exchange Commission for the fiscal
          year ended December 31, 1994.

     ITEM 9.  UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement 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.

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

                                     II-3
<PAGE>
 
               (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.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the 1933 Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the 1934 Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the 1934 Act) 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.

          (c) Insofar as indemnification for liabilities arising under the 1933
     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 SEC such
     indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
     final adjudication of such issue.

                                     II-4
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 Jose, State of California, on April 26,
     1995.


                               CONNER PERIPHERALS, INC.


                               By:    /s/ P. Jackson Bell
                                    --------------------------------------
                                    P. Jackson Bell
                                    Executive Vice President and Chief
                                    Financial Officer


                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Finis F. Conner and P. Jackson Bell,
     jointly and severally, their attorneys-in-fact, each with the power of
     substitution, for them in any and all capacities to sign any amendments to
     this Registration Statement, and to file the same, with exhibits thereto
     and other documents in connection therewith, with the SEC, hereby ratifying
     and confirming all that each of said attorneys-in-fact, or his or her
     substitute or substitutes, may do or cause to be done by virtue hereof.

                                     II-5
<PAGE>
 
          Pursuant to the requirements of the 1933 Act, 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>                                          <C>
 
        /s/ Finis F. Conner                   Chairman of the Board and Chief          April 25, 1995
- -------------------------------------         Executive Officer (Principal
         (Finis F. Conner)                    Executive Officer)
 
       /s/ David T. Mitchell                  President, Chief Operating               April 25, 1995
- -------------------------------------         Officer and Director
       (David T. Mitchell)

       /s/ W. Howard Lester                   Director                                 April 25, 1995
- -------------------------------------
        (W. Howard Lester)

        /s/ P. Jackson Bell                   Executive Vice President and             April 26, 1995
- -------------------------------------         Chief Financial Officer 
         (P. Jackson Bell)                    (Principal Financial and      
                                              Accounting Officer)
 
         /s/ Mark S. Rossi                    Director                                 April 25, 1995
- -------------------------------------
          (Mark S. Rossi)

                                              Director                                 April   , 1995
- -------------------------------------
      (Linda Wertheimer Hart)

        /s/ R. Elton White                    Director                                 April 25, 1995
- -------------------------------------
         (R. Elton White)

 /s/ Ambassador L. Paul Bremer III            Director                                 April 25, 1995
- -------------------------------------
  (Ambassador L. Paul Bremer III)
</TABLE>

                                     II-6
<PAGE>
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in this Registration
     Statement on Form S-8 of our report dated January 11, 1995 which appears on
     page 39 of the 1994 Annual Report to Stockholders of Conner Peripherals,
     Inc., which is incorporated by reference in Conner Peripherals, Inc.'s
     Annual Report on Form 10-K for the year ended December 31, 1994. We also
     consent to the incorporation by reference of our report on the Financial
     Statement Schedule, which appears on page S-2 of such Annual Report on 
     Form 10-K.


     PRICE WATERHOUSE LLP

     /s/ Price Waterhouse

     San Jose, California
     April 26, 1995

                                     II-7
<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                    EXHIBITS
                                        

                       Registration Statement on Form S-8

                            CONNER PERIPHERALS, INC.


                                 April 26, 1995
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 Exhibit                            
  Number                            Description
- --------                            ----------- 
<C>          <S>                                                         <C>
   4.1       Employee Stock Purchase Plan, as amended.................

   5.1       Opinion of counsel as to legality of the securities
             being registered.........................................

   23.1      Consent of independent accountants.......................   Page II-7 of
                                                                         Registration
                                                                         Statement

   23.2      Consent of counsel.......................................   Contained in Exhibit 5.1

   24.1      Power of Attorney........................................   Page II-5 and II-6 of
                                                                         the Registration Statement
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16828}]
{"company-data": {"conformed-name": "CONNER PERIPHERALS INC", "cik": "0000792397", "assigned-sic": "3572", "irs-number": "942968210", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58857", "film-number": "95531730"}, "business-address": {"street1": "3081 ZANKER RD", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084564500"}}
As filed with the Securities and Exchange Commission on April 27, 1995.
                                                  Registration No. 33-__________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            CONNER PERIPHERALS, INC.
               (Exact name of issuer as specified in its charter)

           DELAWARE                                  94-2968210
   (State of incorporation)               (IRS Employer Identification No.)

                                3081 Zanker Road
                           San Jose, California 95134
             (Address and Zip Code of Principal Executive Offices)

               Conner Peripherals, Inc. 1995 Director Stock Plan
             Conner Peripherals, Inc. Employee Stock Purchase Plan
                          (Full title of the plan(s))

                              Susan J. Wolfe, Esq.
                            CONNER PERIPHERALS, INC.
                                3081 Zanker Road
                           San Jose, California 95134
                    (Name and address of agent for service)

                                 (408) 456-4500
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                  Title of                          Amount            Proposed              Proposed         Amount of
                Securities to                       to be         Maximum Offering     Maximum Aggregate    Registration
                be Registered                     Registered       Price Per Share       Offering Price         Fee
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share

Upon issuance of shares under the                 300,000 shs.       $  9.750(1)         $ 2,925,000(1)      $1,008.63
Registrant's 1995 Director Stock Plan

Upon issuance of shares under the               2,300,000 shs.       $  8.288(2)         $19,061,250(2)      $6,572.89
Registrant's Employee Stock Purchase Plan

Total...............................................................................................         $7,581.52
========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee on the
    basis of $9.75, the average of the high and low prices for the Registrant's
    Common Stock as reported on the New York Stock Exchange on April 25, 1995.

(2) Estimated solely for the purpose of calculating the registration fee on the
    basis of 85% of $8.288, the average of the high and low prices for the
    Registrant's Common Stock as reported on the New York Stock Exchange on
    April 25, 1995.
CONNER PERIPHERALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               There are hereby incorporated by reference in this Registration
     Statement the following documents and information heretofore filed with the
     Securities and Exchange Commission (the "SEC") by Conner Peripherals, Inc.
     (referred to herein as the "Registrant" or the "Company"):

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994, filed pursuant to Section 13 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act");

          (b)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-B filed with the SEC
               on September 9, 1992 pursuant to Section 12(b) of the 1934 Act;
               and

          (c)  The description of the Company's Preferred Stock Purchase Rights
               contained in the Company's Registration Statement on Form 8-A
               filed with the SEC on November 29, 1994 pursuant to Section 12(b)
               of the 1934 Act.

               All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after the date of
     this Registration Statement and prior to the filing of a post-effective
     amendment which indicates that all securities offered have been sold or
     which deregisters all securities then remaining unsold shall be deemed to
     be incorporated by reference in this Registration Statement and to be part
     hereof from the date of filing of such documents.

     ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General Corporation Law authorizes a
     court to award, or a corporation's Board of Directors to grant,
     indemnification to directors and officers in terms sufficiently broad to
     permit such indemnification under certain circumstances for liabilities
     (including reimbursement for expenses incurred) arising under the
     Securities Act of 1933, as amended (the "1933 Act").  Article VI of the
     Company's Bylaws provides for the indemnification of its directors,
     officers, employees and other agents to the maximum extent permitted by the
     Delaware General Corporation Law.  In addition, the Company's Certificate
     of Incorporation provides that, pursuant to Delaware law, its directors
     shall not be liable for monetary damages for a breach of the directors'
     fiduciary duty as a

                                     II-2
director to the Company and its stockholders, provided that such liability
     does not arise from certain proscribed conduct.  Further, the Company
     entered into contractual agreements with its officers, directors and
     certain agents which (i) provide such indemnities with further
     indemnification to the maximum extent permitted by the Delaware General
     Corporation Law and (ii) resolve certain procedural and substantive matters
     that aren't covered, or are covered in less detail, in the Company's
     Bylaws, Certificate of Incorporation and the Delaware General Corporation
     Law.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

     ITEM 8.  EXHIBITS.
Exhibit
       Number                   Description
       ------     ---------------------------------------------
4.1       Employee Stock Purchase Plan, as amended.

        4.2(1)    1995 Director Stock Plan.

        5.1       Opinion of counsel as to the legality of the securities being
                   registered.

       23.1       Consent of independent accountants (see page II-7).

       23.2       Consent of counsel (contained in Exhibit 5.1).

       24.1       Power of Attorney (see page II-5 and II-6).
___________

     (1)  Incorporated by reference to the Registrant's Annual Report on Form
          10-K filed with the Securities and Exchange Commission for the fiscal
          year ended December 31, 1994.

     ITEM 9.  UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement 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.

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

                                     II-3
(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.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the 1933 Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the 1934 Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the 1934 Act) 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.

          (c) Insofar as indemnification for liabilities arising under the 1933
     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 SEC such
     indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
     final adjudication of such issue.

                                     II-4
SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 Jose, State of California, on April 26,
     1995.

                               CONNER PERIPHERALS, INC.

                               By:    /s/ P. Jackson Bell
                                    --------------------------------------
                                    P. Jackson Bell
                                    Executive Vice President and Chief
                                    Financial Officer

                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Finis F. Conner and P. Jackson Bell,
     jointly and severally, their attorneys-in-fact, each with the power of
     substitution, for them in any and all capacities to sign any amendments to
     this Registration Statement, and to file the same, with exhibits thereto
     and other documents in connection therewith, with the SEC, hereby ratifying
     and confirming all that each of said attorneys-in-fact, or his or her
     substitute or substitutes, may do or cause to be done by virtue hereof.

                                     II-5
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature                                    Title                            Date
- -------------------------------------     --------------------------------------       ---------------
/s/ Finis F. Conner                   Chairman of the Board and Chief          April 25, 1995
- -------------------------------------         Executive Officer (Principal
         (Finis F. Conner)                    Executive Officer)
 
       /s/ David T. Mitchell                  President, Chief Operating               April 25, 1995
- -------------------------------------         Officer and Director
       (David T. Mitchell)

       /s/ W. Howard Lester                   Director                                 April 25, 1995
- -------------------------------------
        (W. Howard Lester)

        /s/ P. Jackson Bell                   Executive Vice President and             April 26, 1995
- -------------------------------------         Chief Financial Officer 
         (P. Jackson Bell)                    (Principal Financial and      
                                              Accounting Officer)
 
         /s/ Mark S. Rossi                    Director                                 April 25, 1995
- -------------------------------------
          (Mark S. Rossi)

                                              Director                                 April   , 1995
- -------------------------------------
      (Linda Wertheimer Hart)

        /s/ R. Elton White                    Director                                 April 25, 1995
- -------------------------------------
         (R. Elton White)

 /s/ Ambassador L. Paul Bremer III            Director                                 April 25, 1995
- -------------------------------------
  (Ambassador L. Paul Bremer III)
II-6
CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
     Statement on Form S-8 of our report dated January 11, 1995 which appears on
     page 39 of the 1994 Annual Report to Stockholders of Conner Peripherals,
     Inc., which is incorporated by reference in Conner Peripherals, Inc.'s
     Annual Report on Form 10-K for the year ended December 31, 1994. We also
     consent to the incorporation by reference of our report on the Financial
     Statement Schedule, which appears on page S-2 of such Annual Report on 
     Form 10-K.

     PRICE WATERHOUSE LLP

     /s/ Price Waterhouse

     San Jose, California
     April 26, 1995

                                     II-7
SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                    EXHIBITS
                                        

                       Registration Statement on Form S-8

                            CONNER PERIPHERALS, INC.

                                 April 26, 1995
INDEX TO EXHIBITS
Exhibit                            
  Number                            Description
- --------                            -----------
4.1       Employee Stock Purchase Plan, as amended.................

   5.1       Opinion of counsel as to legality of the securities
             being registered.........................................

   23.1      Consent of independent accountants.......................   Page II-7 of
                                                                         Registration
                                                                         Statement

   23.2      Consent of counsel.......................................   Contained in Exhibit 5.1

   24.1      Power of Attorney........................................   Page II-5 and II-6 of
                                                                         the Registration Statement