As filed with the Securities and Exchange Commission on May 1, 2002

                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          FINANCIAL INSTITUTIONS, INC.
             (exact name of registrant as specified in its charter)

         NEW YORK                                            16-0816610
 (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                       Identification No.)

                   220 Liberty Street, Warsaw, New York 14569
               (Address of Principal Executive Offices) (Zip Code)

                     FINANCIAL INSTITUTIONS INC. 401(k) PLAN
                           (Full title of the Plan(s))

                                Peter G. Humphrey
                      President and Chief Executive Officer
                          Financial Institutions, Inc.
                               220 Liberty Street
                             Warsaw, New York 14569
                                 (585) 786-1100
                            Facsimile (585) 786-1108
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:
                              Bruce J. Baker, Esq.
                                Nixon Peabody LLP
                               1300 Clinton Square
                            Rochester, New York 14604
                                 (585) 263-1000
                            Facsimile (585) 263-1600
________________________________________________________________________________
 Proposed          Proposed
 Title of          Maximum           Maximum
 Securities        Offering          Aggregate    Amount of
 to be             Amount to be      price per    Offering       Registration
 Registered(1)     Registered(1)       share        Price          Fee
 -------------     -------------    ----------    ----------     ------------
 Common stock       200,000(1)       $33.71(2)    $6,742,000      $620.26
 $.01 par value

(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement covers an indeterminate amount of interests to be
     offered or sold pursuant to the employee benefit plan described herein.
     Further, pursuant to Rule 457(h)(2), no registration fees are required to
     register such indeterminate amount of interests.

(2)  This calculation is made pursuant to Rule 457(h) under the Securities Act
     of 1933, as amended, solely for the purpose of determining the amount of
     the registration fee and is based upon the average of the high and low
     prices of Financial Institutions, Inc. common stock on April 29, 2002.
<PAGE>
                                      -2-


                                     Part II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents which have been filed by Financial
Institutions, Inc. (the "Registrant") with the Securities and Exchange
Commission are incorporated herein by reference:

1)       The Registrant's Annual Report on Form 10-K for the year ended December
         31, 2001 filed with the Commission on March 11, 2002.

2)       The Registrant's proxy statement with respect to the Registrant's 2002
         annual meeting filed with the SEC on April 5, 2002.

3)       The description of the Registrant's common stock contained in the
         Registration Statement on form S-1 (file no. 333-76865) filed June 25,
         1999.

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

         The New York Business Corporation Law (the "BCL") provides that if a
derivative action is brought against a director or officer of a corporation, the
corporation may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her, in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the corporation, except that no indemnification
shall be made without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any matter as
to which such director or officer has been found liable to the corporation. In a
nonderivative action or threatened action, the BCL provides that a corporation
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
corporation.

         Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

         The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.

<PAGE>
                                      -3-

         Article V, Section I of the Company's By-Laws contains provisions
requiring indemnification by the Company of its directors and officers against
certain liabilities and expenses which they may incur as directors and officers
of the Company or of certain other entities in accordance with Sections 722-723
of the BCL.

         Section 726 of the BCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. Financial Institutions maintains insurance coverage
under which its directors and officers are insured, subject to the limits of the
policy, against certain losses, as defined in the policy, arising from claims
made against such directors and officers by reason of any wrongful acts as
defined in the policy, in their respective capacities as directors and officers.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  (a)      See Exhibit Index.

                  (b)      The 401(k) Plan has been submitted to the Internal
Revenue Service ("IRS") in a timely manner, and the Registrant undertakes to
submit to the IRS in a timely manner any amendments to the 401(k) Plan under the
Internal Revenue Code and had made or will make all changes required by the IRS
 in order to qualify the plan.

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
with respect to the 401(k) Plan) that is incorporated by reference in the
registration statement shall be deemed to be a new
<PAGE>
                                      -4-


registration statement relating to the securities offered herein, 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
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.

<PAGE>
                                      -5-


                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Warsaw, State of New York, on the 29th day of April,
2002.

                               FINANCIAL INSTITUTIONS, INC.



                              /s/John R. Koelmel
                              --------------------------
                              John R. Koelmel
                              Senior Vice President and
                              Chief Administrative Officer

                              April 29, 2002




Signature                       Title                             Date

      *
------------------               Director, President              April 29, 2002
Peter G. Humphrey                and Chief Executive Officer
                                 (Principal Executive Officer)

       *
------------------               Director and Chief               April 29, 2002
John R. Koelmel                  Administrative Officer


       *
------------------               Senior Vice President            April 29, 2002
Ronald A. Miller                 and Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)
       *
------------------               Director and Senior              April 29, 2002
Randolph C. Brown                Vice President

       *
------------------               Director and Senior              April 29, 2002
Jon J. Cooper                    Vice President

       *
------------------               Director and Senior              April 29, 2002
Thomas L. Kime                   Vice President

       *
------------------               Director and Senior              April 29, 2002
Douglas McCabe                   Vice President

       *
------------------               Director                         April 29, 2002
Barton P. Dambra


<PAGE>

       *
------------------               Director                         April 29, 2002
W. J. Humphrey, Jr.

       *
------------------               Director                         April 29, 2002
Samuel M. Gullo

       *
------------------               Director                         April 29, 2002
H. Jack South

       *
------------------               Director                         April 29, 2002
John R. Tyler

       *
------------------               Director                         April 29, 2002
Bryan G. VonHahmann

       *
------------------              Director                         April 29, 2002
James H. Wykcoff


*By:/s/John R. Koelmel
   ----------------------
       John R. Koelmel
       Attorney in Fact

         The Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Warsaw,
State of New York on the 29th day of April, 2002.


                                  Financial Institutions, Inc. 401(k) Plan


                                  By:   /s/John R. Koelmel
                                        -------------------------------
                                        John R. Koelmel
                                        401(k) Plan Trustee
<PAGE>

                                  EXHIBIT INDEX
Exhibit
No.          Description                             Location
-------     --------------                          -----------

4.1        Amended and Restated Certificate of     Contained in Exhibit 3.1 of
           Incorporation                           the Registrant's Registration
                                                   Statement on Form S-1 dated
                                                   June 25, 1999 (File No.
                                                   333-76865)

4.2        401(k) Plan                             Filed herewith

23.1       Consent of KPMG LLP                     Filed Herewith
           Independent Accountants
[{"type": "S-8", "sequence": "1", "filename": "form_s8ap30.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16557}]
{"company-data": {"conformed-name": "FINANCIAL INSTITUTIONS INC", "cik": "0000862831", "assigned-sic": "6021", "irs-number": "160816610", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87338", "film-number": "02629778"}, "business-address": {"street1": "220 LIBERTY STREET", "city": "WARSAW", "state": "NY", "zip": "14569", "phone": "7167861100"}, "mail-address": {"street1": "220 LIBERTY STREET", "city": "WARSAW", "state": "NY", "zip": "14569"}}
As filed with the Securities and Exchange Commission on May 1, 2002

                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          FINANCIAL INSTITUTIONS, INC.
             (exact name of registrant as specified in its charter)

         NEW YORK                                            16-0816610
 (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                       Identification No.)

                   220 Liberty Street, Warsaw, New York 14569
               (Address of Principal Executive Offices) (Zip Code)

                     FINANCIAL INSTITUTIONS INC. 401(k) PLAN
                           (Full title of the Plan(s))

                                Peter G. Humphrey
                      President and Chief Executive Officer
                          Financial Institutions, Inc.
                               220 Liberty Street
                             Warsaw, New York 14569
                                 (585) 786-1100
                            Facsimile (585) 786-1108
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:
                              Bruce J. Baker, Esq.
                                Nixon Peabody LLP
                               1300 Clinton Square
                            Rochester, New York 14604
                                 (585) 263-1000
                            Facsimile (585) 263-1600
________________________________________________________________________________
 Proposed          Proposed
 Title of          Maximum           Maximum
 Securities        Offering          Aggregate    Amount of
 to be             Amount to be      price per    Offering       Registration
 Registered(1)     Registered(1)       share        Price          Fee
 -------------     -------------    ----------    ----------     ------------
 Common stock       200,000(1)       $33.71(2)    $6,742,000      $620.26
 $.01 par value

(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement covers an indeterminate amount of interests to be
     offered or sold pursuant to the employee benefit plan described herein.
     Further, pursuant to Rule 457(h)(2), no registration fees are required to
     register such indeterminate amount of interests.

(2)  This calculation is made pursuant to Rule 457(h) under the Securities Act
     of 1933, as amended, solely for the purpose of determining the amount of
     the registration fee and is based upon the average of the high and low
     prices of Financial Institutions, Inc. common stock on April 29, 2002.
-2-

                                     Part II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents which have been filed by Financial
Institutions, Inc. (the "Registrant") with the Securities and Exchange
Commission are incorporated herein by reference:

1)       The Registrant's Annual Report on Form 10-K for the year ended December
         31, 2001 filed with the Commission on March 11, 2002.

2)       The Registrant's proxy statement with respect to the Registrant's 2002
         annual meeting filed with the SEC on April 5, 2002.

3)       The description of the Registrant's common stock contained in the
         Registration Statement on form S-1 (file no. 333-76865) filed June 25,
         1999.

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

         The New York Business Corporation Law (the "BCL") provides that if a
derivative action is brought against a director or officer of a corporation, the
corporation may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her, in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the corporation, except that no indemnification
shall be made without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any matter as
to which such director or officer has been found liable to the corporation. In a
nonderivative action or threatened action, the BCL provides that a corporation
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
corporation.

         Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

         The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
-3-

         Article V, Section I of the Company's By-Laws contains provisions
requiring indemnification by the Company of its directors and officers against
certain liabilities and expenses which they may incur as directors and officers
of the Company or of certain other entities in accordance with Sections 722-723
of the BCL.

         Section 726 of the BCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. Financial Institutions maintains insurance coverage
under which its directors and officers are insured, subject to the limits of the
policy, against certain losses, as defined in the policy, arising from claims
made against such directors and officers by reason of any wrongful acts as
defined in the policy, in their respective capacities as directors and officers.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  (a)      See Exhibit Index.

                  (b)      The 401(k) Plan has been submitted to the Internal
Revenue Service ("IRS") in a timely manner, and the Registrant undertakes to
submit to the IRS in a timely manner any amendments to the 401(k) Plan under the
Internal Revenue Code and had made or will make all changes required by the IRS
 in order to qualify the plan.

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
with respect to the 401(k) Plan) that is incorporated by reference in the
registration statement shall be deemed to be a new
-4-

registration statement relating to the securities offered herein, 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
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.
-5-

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Warsaw, State of New York, on the 29th day of April,
2002.

                               FINANCIAL INSTITUTIONS, INC.

                              /s/John R. Koelmel
                              --------------------------
                              John R. Koelmel
                              Senior Vice President and
                              Chief Administrative Officer

                              April 29, 2002

Signature                       Title                             Date

      *
------------------               Director, President              April 29, 2002
Peter G. Humphrey                and Chief Executive Officer
                                 (Principal Executive Officer)

       *
------------------               Director and Chief               April 29, 2002
John R. Koelmel                  Administrative Officer

       *
------------------               Senior Vice President            April 29, 2002
Ronald A. Miller                 and Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)
       *
------------------               Director and Senior              April 29, 2002
Randolph C. Brown                Vice President

       *
------------------               Director and Senior              April 29, 2002
Jon J. Cooper                    Vice President

       *
------------------               Director and Senior              April 29, 2002
Thomas L. Kime                   Vice President

       *
------------------               Director and Senior              April 29, 2002
Douglas McCabe                   Vice President

       *
------------------               Director                         April 29, 2002
Barton P. Dambra
*
------------------               Director                         April 29, 2002
W. J. Humphrey, Jr.

       *
------------------               Director                         April 29, 2002
Samuel M. Gullo

       *
------------------               Director                         April 29, 2002
H. Jack South

       *
------------------               Director                         April 29, 2002
John R. Tyler

       *
------------------               Director                         April 29, 2002
Bryan G. VonHahmann

       *
------------------              Director                         April 29, 2002
James H. Wykcoff

*By:/s/John R. Koelmel
   ----------------------
       John R. Koelmel
       Attorney in Fact

         The Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Warsaw,
State of New York on the 29th day of April, 2002.

                                  Financial Institutions, Inc. 401(k) Plan

                                  By:   /s/John R. Koelmel
                                        -------------------------------
                                        John R. Koelmel
                                        401(k) Plan Trustee
EXHIBIT INDEX
Exhibit
No.          Description                             Location
-------     --------------                          -----------

4.1        Amended and Restated Certificate of     Contained in Exhibit 3.1 of
           Incorporation                           the Registrant's Registration
                                                   Statement on Form S-1 dated
                                                   June 25, 1999 (File No.
                                                   333-76865)

4.2        401(k) Plan                             Filed herewith

23.1       Consent of KPMG LLP                     Filed Herewith
           Independent Accountants