As filed with the Securities and                    Registration No. 333-______
Exchange Commission on March 16, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             PYRAMID BREWERIES, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   Washington
                          (State or Other Jurisdiction
                        of Incorporation or Organization)

                                   91-1258355
                      (I.R.S. Employer Identification No.)

91 South Royal Brougham Way, Seattle, Washington                  98134
------------------------------------------------                  -----
(Address of Principal Executive Offices)                          (Zip Code)

              AMENDED AND RESTATED 1995 EMPLOYEE STOCK OPTION PLAN

          AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                  Martin Kelly
                      President and Chief Executive Officer
                             Pyramid Breweries, Inc.
                           91 South Royal Brougham Way
                            Seattle, Washington 98134
                     (Name and Address of Agent for Service)

                                 (206) 682-8322
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

=============== ===============  =============== =============== ===============
  Title of                         Proposed        Proposed
 Securities                         Maximum         Maximum         Amount of
   To Be          Amount To Be   Offering Price    Aggregate      Registration
 Registered        Registered       Per Share    Offering Price      Fee (2)
-------------- ---------------- --------------- ---------------- ---------------
 common stock,       825,000
   par value         shares          $2.313*       $1,908,225        $477
   $0.01 (1)
=============== ===============  =============== =============== ===============


(1) Also  includes  associated  "preferred  share  purchase  rights" to purchase
shares of common  stock  which are not  currently  separable  from the shares of
common stock and are not currently exercisable.

(2) The  registration fee was calculated in accordance with Rule 457(h)(1) under
the  Securities  Act of 1933,  as amended  (the "Act") based on the price of the
outstanding  shares  of common  stock as of March 14,  2001,  as  determined  in
accordance with Rule 457(c) under the Act.

                                Page 1 of__ pages

                       Exhibit Index is located on page 6.



<PAGE>
                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  by  Pyramid  Breweries,   Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

         (a)      Annual  Report on Form 10-K for the year  ended  December  31,
                  1999, as amended by Form 10-K/A;

         (b)      Quarterly  Reports on Form 10-Q for the  quarters  ended March
                  31, 2000, June 30, 2000 and September 30, 2000; and

         (c)      The description of the Registrant's  Common Stock contained in
                  its Registration Statement on Form S-1 (Reg. No. 33-97834) and
                  the   description  of  the  preferred  share  purchase  rights
                  contained in Item 1 of the Registrant's Registration Statement
                  on Form 8-A filed with the  Commission  on June 17, 1999,  and
                  any  amendments  or reports  filed for the purpose of updating
                  these descriptions.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference  herein 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.

         None

Item 6.  Indemnification of Directors and Officers.

         Section  23B.08.320 of the Washington  Business  Corporations  Act (the
"WBCA")  permits  a  corporation  to  limit  its  directors'  liability  to  the
corporation or its  shareholders for monetary damages for acts or omissions as a
director, except for (a) acts or omissions involving intentional misconduct or a
knowing  violation  of law,  (b)  certain  unlawful  distributions  or  loans in
violation  of Section  23B.08.310  of the  Revised  Code of  Washington,  or (c)
transactions whereby the director received an improper personal benefit. Article
VI of the Registrant's  Amended and Restated  Articles of  Incorporation  (dated
November 7, 1995)  contains  provisions  limiting the liability of  Registrant's
directors to the Registrant or its  shareholders to the fullest extent permitted
by Washington law.

         Sections   23B.08.500  through  23B.08.600  of  the  WBCA  authorize  a
corporation to indemnify its directors,  officers,  employees and agents against
certain  liabilities  they may incur in such capacities,  including  liabilities
arising  under the  Securities  Act of 1933, as amended (the  "Securities  Act")
provided they acted in good faith and in a manner  reasonably  believed to be in
or not  opposed  to the best  interests  of the  corporation.  Article IX of the
Registrant's  Amended and Restated  Bylaws  requires the Registrant to indemnify
its  directors,  officers,  employees  and other  agents to the  fullest  extent
permitted by Washington law.

         The  above  discussion  of the WBCA and the  Registrant's  Amended  and
Restated  Bylaws and  Amended and  Restated  Articles  of  Incorporation  is not

                                       2
<PAGE>

intended to be exhaustive  and is qualified in its entirety by reference to such
statute,  the Amended and  Restated  Bylaws and the Third  Amended and  Restated
Articles of Incorporation, respectively.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

Exhibit Number               Exhibit

         4.1                 Amended and  Restated  1995  Employee  Stock Option
                             Plan.
         4.2                 Amended and Restated  Non-Employee  Director  Stock
                             Option Plan.
         4.3                 Form  of   Non-Qualified   Stock  Option  Agreement
                             (Incorporated  by  reference  to  Exhibit  10.11 to
                             Amendment   No.  1  to  Form  S-1  filed  with  the
                             Commission on November 9, 1995, Reg. No. 33-97834).
         4.4                 Rights  Agreement  dated June 14, 1999  between the
                             Registrant  and  ChaseMellon  Shareholder  Services
                             L.L.C., as Rights Agent  (Incorporated by reference
                             to Exhibit  4.1 to the  Current  Report on Form 8-K
                             filed with the Commission on June 15, 1999).
         5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
         23.1                Consent  of Heller  Ehrman  White &  McAuliffe  LLP
                             (Included in its opinion filed as Exhibit 5.1).
         23.2                Consent  of  Arthur  Andersen,   LLP,   Independent
                             Auditors.
         24                  Power of Attorney  (Included on the signature  page
                             of this Registration Statement).

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 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;

                             (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  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment

                                       3
<PAGE>

by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

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

                  (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 Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in 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.

         (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 Securities  Act of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                       4
<PAGE>



                                   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 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 Seattle, State of Washington, on this ___ day of
March, 2001.

                                           PYRAMID BREWERIES, INC.



                                           By:  /s/ Martin Kelly
                                              ----------------------------------
                                              Martin Kelly, President and Chief
                                              Executive Officer

                                Power of Attorney

         Each person whose  signature  appears  below  constitutes  and appoints
Martin  Kelly  and  Wayne  Drury,  or  either  of  them,  his  true  and  lawful
attorney-in-fact,  with the power of substitution and resubstitution, for him in
his  name,  place  or  stead,  in any and  all  capacities,  to sign  any or all
amendments to this Registration  Statement,  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and their agents or substitutes,  may lawfully do or lawfully
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      Signature                 Title                                 Date

/s/ Martin Kelly
------------------     President, Chief Executive Officer and  February 13, 2001
Martin Kelly           Director (Principal Executive Officer)

/s/ Wayne Drury
------------------     Chief Financial Officer (Principal      February 13, 2001
Wayne Drury            Financial and Accounting Officer)

/s/ Kurt Dammeier
------------------     Director                                February 13, 2001
Kurt Dammeier

/s/ George Hancock
------------------     Director                                February 13, 2001
George Hancock

/s/ John Stoddard
------------------     Director                                February 13, 2001
John Stoddard

/s/ Scott Barnum
------------------     Director                                February 13, 2001
Scott Barnum

/s/ Nancy Mootz
------------------     Director                                February 13, 2001
Nancy Mootz

/s/ Thomas Schwalm
------------------     Director                                February 13, 2001
Thomas Schwalm


                                       5
<PAGE>

/s/ George Textor
------------------     Director                                February 13, 2001
George Textor



                                       6
<PAGE>



                                  EXHIBIT INDEX




Exhibit Number               Exhibit

         4.1                 Amended and  Restated  1995  Employee  Stock Option
                             Plan.

         4.2                 Amended and Restated  Non-Employee  Director  Stock
                             Option Plan.

         4.3                 Form  of   Non-Qualified   Stock  Option  Agreement
                             (Incorporated  by  reference  to  Exhibit  10.11 to
                             Amendment   No.  1  to  Form  S-1  filed  with  the
                             Commission on November 9, 1995, Reg. No. 33-97834).

         4.4                 Rights  Agreement  dated June 14, 1999  between the
                             Registrant  and  ChaseMellon  Shareholder  Services
                             L.L.C., as Rights Agent  (Incorporated by reference
                             to Exhibit  4.1 to the  Current  Report on Form 8-K
                             filed with the Commission on June 15, 1999).

         5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.

         23.1                Consent  of Heller  Ehrman  White &  McAuliffe  LLP
                             (Included in its opinion filed as Exhibit 5.1).

         23.2                Consent  of  Arthur  Andersen,   LLP,   Independent
                             Auditors.

         24                  Power of Attorney  (Included on the signature  page
                             of this Registration Statement).



                                       7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16838}]
{"company-data": {"conformed-name": "PYRAMID BREWERIES INC", "cik": "0001001917", "assigned-sic": "2082", "irs-number": "911258355", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57128", "film-number": "1570099"}, "business-address": {"street1": "91 SOUTH ROYAL BROUGHAM WAY", "city": "SEATTLE", "state": "WA", "zip": "98134", "phone": "2066828322"}, "mail-address": {"street1": "91 S ROYAL BROUGHAM WAY", "city": "SEATTLE", "state": "WA", "zip": "98134"}, "former-company": {"former-conformed-name": "HART BREWING INC", "date-changed": "19951006"}}
As filed with the Securities and                    Registration No. 333-______
Exchange Commission on March 16, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             PYRAMID BREWERIES, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   Washington
                          (State or Other Jurisdiction
                        of Incorporation or Organization)

                                   91-1258355
                      (I.R.S. Employer Identification No.)

91 South Royal Brougham Way, Seattle, Washington                  98134
------------------------------------------------                  -----
(Address of Principal Executive Offices)                          (Zip Code)

              AMENDED AND RESTATED 1995 EMPLOYEE STOCK OPTION PLAN

          AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                  Martin Kelly
                      President and Chief Executive Officer
                             Pyramid Breweries, Inc.
                           91 South Royal Brougham Way
                            Seattle, Washington 98134
                     (Name and Address of Agent for Service)

                                 (206) 682-8322
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

=============== ===============  =============== =============== ===============
  Title of                         Proposed        Proposed
 Securities                         Maximum         Maximum         Amount of
   To Be          Amount To Be   Offering Price    Aggregate      Registration
 Registered        Registered       Per Share    Offering Price      Fee (2)
-------------- ---------------- --------------- ---------------- ---------------
 common stock,       825,000
   par value         shares          $2.313*       $1,908,225        $477
   $0.01 (1)
=============== ===============  =============== =============== ===============

(1) Also  includes  associated  "preferred  share  purchase  rights" to purchase
shares of common  stock  which are not  currently  separable  from the shares of
common stock and are not currently exercisable.

(2) The  registration fee was calculated in accordance with Rule 457(h)(1) under
the  Securities  Act of 1933,  as amended  (the "Act") based on the price of the
outstanding  shares  of common  stock as of March 14,  2001,  as  determined  in
accordance with Rule 457(c) under the Act.

                                Page 1 of__ pages

                       Exhibit Index is located on page 6.
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  by  Pyramid  Breweries,   Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

         (a)      Annual  Report on Form 10-K for the year  ended  December  31,
                  1999, as amended by Form 10-K/A;

         (b)      Quarterly  Reports on Form 10-Q for the  quarters  ended March
                  31, 2000, June 30, 2000 and September 30, 2000; and

         (c)      The description of the Registrant's  Common Stock contained in
                  its Registration Statement on Form S-1 (Reg. No. 33-97834) and
                  the   description  of  the  preferred  share  purchase  rights
                  contained in Item 1 of the Registrant's Registration Statement
                  on Form 8-A filed with the  Commission  on June 17, 1999,  and
                  any  amendments  or reports  filed for the purpose of updating
                  these descriptions.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference  herein 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.

         None

Item 6.  Indemnification of Directors and Officers.

         Section  23B.08.320 of the Washington  Business  Corporations  Act (the
"WBCA")  permits  a  corporation  to  limit  its  directors'  liability  to  the
corporation or its  shareholders for monetary damages for acts or omissions as a
director, except for (a) acts or omissions involving intentional misconduct or a
knowing  violation  of law,  (b)  certain  unlawful  distributions  or  loans in
violation  of Section  23B.08.310  of the  Revised  Code of  Washington,  or (c)
transactions whereby the director received an improper personal benefit. Article
VI of the Registrant's  Amended and Restated  Articles of  Incorporation  (dated
November 7, 1995)  contains  provisions  limiting the liability of  Registrant's
directors to the Registrant or its  shareholders to the fullest extent permitted
by Washington law.

         Sections   23B.08.500  through  23B.08.600  of  the  WBCA  authorize  a
corporation to indemnify its directors,  officers,  employees and agents against
certain  liabilities  they may incur in such capacities,  including  liabilities
arising  under the  Securities  Act of 1933, as amended (the  "Securities  Act")
provided they acted in good faith and in a manner  reasonably  believed to be in
or not  opposed  to the best  interests  of the  corporation.  Article IX of the
Registrant's  Amended and Restated  Bylaws  requires the Registrant to indemnify
its  directors,  officers,  employees  and other  agents to the  fullest  extent
permitted by Washington law.

         The  above  discussion  of the WBCA and the  Registrant's  Amended  and
Restated  Bylaws and  Amended and  Restated  Articles  of  Incorporation  is not

                                       2
intended to be exhaustive  and is qualified in its entirety by reference to such
statute,  the Amended and  Restated  Bylaws and the Third  Amended and  Restated
Articles of Incorporation, respectively.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

Exhibit Number               Exhibit

         4.1                 Amended and  Restated  1995  Employee  Stock Option
                             Plan.
         4.2                 Amended and Restated  Non-Employee  Director  Stock
                             Option Plan.
         4.3                 Form  of   Non-Qualified   Stock  Option  Agreement
                             (Incorporated  by  reference  to  Exhibit  10.11 to
                             Amendment   No.  1  to  Form  S-1  filed  with  the
                             Commission on November 9, 1995, Reg. No. 33-97834).
         4.4                 Rights  Agreement  dated June 14, 1999  between the
                             Registrant  and  ChaseMellon  Shareholder  Services
                             L.L.C., as Rights Agent  (Incorporated by reference
                             to Exhibit  4.1 to the  Current  Report on Form 8-K
                             filed with the Commission on June 15, 1999).
         5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
         23.1                Consent  of Heller  Ehrman  White &  McAuliffe  LLP
                             (Included in its opinion filed as Exhibit 5.1).
         23.2                Consent  of  Arthur  Andersen,   LLP,   Independent
                             Auditors.
         24                  Power of Attorney  (Included on the signature  page
                             of this Registration Statement).

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 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;

                             (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  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment

                                       3
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

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

                  (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 Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in 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.

         (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 Securities  Act of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       4
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 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 Seattle, State of Washington, on this ___ day of
March, 2001.

                                           PYRAMID BREWERIES, INC.

                                           By:  /s/ Martin Kelly
                                              ----------------------------------
                                              Martin Kelly, President and Chief
                                              Executive Officer

                                Power of Attorney

         Each person whose  signature  appears  below  constitutes  and appoints
Martin  Kelly  and  Wayne  Drury,  or  either  of  them,  his  true  and  lawful
attorney-in-fact,  with the power of substitution and resubstitution, for him in
his  name,  place  or  stead,  in any and  all  capacities,  to sign  any or all
amendments to this Registration  Statement,  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and their agents or substitutes,  may lawfully do or lawfully
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      Signature                 Title                                 Date

/s/ Martin Kelly
------------------     President, Chief Executive Officer and  February 13, 2001
Martin Kelly           Director (Principal Executive Officer)

/s/ Wayne Drury
------------------     Chief Financial Officer (Principal      February 13, 2001
Wayne Drury            Financial and Accounting Officer)

/s/ Kurt Dammeier
------------------     Director                                February 13, 2001
Kurt Dammeier

/s/ George Hancock
------------------     Director                                February 13, 2001
George Hancock

/s/ John Stoddard
------------------     Director                                February 13, 2001
John Stoddard

/s/ Scott Barnum
------------------     Director                                February 13, 2001
Scott Barnum

/s/ Nancy Mootz
------------------     Director                                February 13, 2001
Nancy Mootz

/s/ Thomas Schwalm
------------------     Director                                February 13, 2001
Thomas Schwalm

                                       5
/s/ George Textor
------------------     Director                                February 13, 2001
George Textor

                                       6
EXHIBIT INDEX

Exhibit Number               Exhibit

         4.1                 Amended and  Restated  1995  Employee  Stock Option
                             Plan.

         4.2                 Amended and Restated  Non-Employee  Director  Stock
                             Option Plan.

         4.3                 Form  of   Non-Qualified   Stock  Option  Agreement
                             (Incorporated  by  reference  to  Exhibit  10.11 to
                             Amendment   No.  1  to  Form  S-1  filed  with  the
                             Commission on November 9, 1995, Reg. No. 33-97834).

         4.4                 Rights  Agreement  dated June 14, 1999  between the
                             Registrant  and  ChaseMellon  Shareholder  Services
                             L.L.C., as Rights Agent  (Incorporated by reference
                             to Exhibit  4.1 to the  Current  Report on Form 8-K
                             filed with the Commission on June 15, 1999).

         5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.

         23.1                Consent  of Heller  Ehrman  White &  McAuliffe  LLP
                             (Included in its opinion filed as Exhibit 5.1).

         23.2                Consent  of  Arthur  Andersen,   LLP,   Independent
                             Auditors.

         24                  Power of Attorney  (Included on the signature  page
                             of this Registration Statement).

                                       7