Registration No. 333-______

As filed with the Securities and Exchange Commission on June 26, 2002



                       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

                           DIRECTORS COMPENSATION 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
<TABLE>
<CAPTION>
========================= ======================= ======================= ====================== =======================

                                                                                Proposed
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered              Per Share            Offering Price             Fee (2)
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S>                       <C>                     <C>                     <C>                    <C>
     common stock,
  par value $0.01 (1)         375,000 shares              $2.33                 $873,750                 $80.39
========================= ======================= ======================= ====================== =======================
</TABLE>

(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 June 24, 2002, as determined
     in accordance with Rule 457(c) under the Act.

                                Page 1 of 6 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, 2001

          (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
               2002,

          (c)  Current Report on Form 8-K dated May 30, 2002; and

          (d)  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.

         The financial statements included in the Annual Report on Form 10-K
incorporated herein by reference herein were audited by Arthur Andersen LLP.
After reasonable efforts, the Registrant has not been able to obtain the consent
of Arthur Andersen LLP to the incorporation by reference of its audit report
dated January 25, 2002 into this registration statement. Accordingly, Arthur
Andersen LLP will not be liable to investors under Section 11(a) of the
Securities Act because it has not consent to being named as an expert in this
registration statement, and therefore such lack of consent may limit the
recovery by investors from Arthur Andersen LLP.

         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
intended to be exhaustive and is qualified in its entirety by reference to such

                                       2
<PAGE>

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                 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). 4.3 Rights
                         Agreement dated June 14, 1999 between the Registrant
                         and Mellon 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).

    *4.4                 Directors Compensation Plan.

    *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
                         (omitted pursuant to Rule 437a)

   *24                   Power of Attorney (Included on the signature page of
                         this Registration Statement)
_______________________
* Filed herewith.

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;


                                       3
<PAGE>

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

         Provided, however, that paragraphs (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 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 21st day
of June, 2002.

                                        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 Eric Peterson, 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.

<TABLE>
<CAPTION>
           Signature                                       Title                                    Date

<S>                                             <C>                                             <C>
/s/ Martin Kelly                                President, Chief Executive Officer and          June 21, 2002
-------------------------------
Martin Kelly                                    Director (Principal Executive Officer)
/s/ Eric Peterson                               Chief Financial Officer (Principal Financial    June 21, 2002
-------------------------------
Eric Peterson                                   and Accounting Officer)
/s/ Kurt Dammeier                               Director                                        June 21, 2002
-------------------------------
Kurt Dammeier
/s/ George Hancock                              Director                                        June 21, 2002
-------------------------------
George Hancock
/s/ Scott Barnum                                Director                                        June 21, 2002
-------------------------------
Scott Barnum
/s/ Nancy Mootz                                 Director                                        June 21, 2002
-------------------------------
Nancy Mootz
/s/ Scott Svenson                               Director                                        June 21, 2002
-------------------------------
Scott Svenson


</TABLE>








                                       5
<PAGE>


                                  EXHIBIT INDEX


Exhibit Number                  Exhibit

    *4.1                 Amended and Restated 1995 Employee Stock Option Plan.

     4.2                 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). 4.3 Rights
                         Agreement dated June 14, 1999 between the Registrant
                         and Mellon 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).

    *4.4                 Directors Compensation Plan.

    *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
                         (omitted pursuant to Rule 437a)

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

* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "forms8june2002.txt", "description": "JUNE 2002", "secsgml_size_bytes": 17286}]
{"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": "333-91290", "film-number": "02688181"}, "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"}}
Registration No. 333-______

As filed with the Securities and Exchange Commission on June 26, 2002

                       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

                           DIRECTORS COMPENSATION 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
========================= ======================= ======================= ====================== =======================

                                                                                Proposed
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered              Per Share            Offering Price             Fee (2)
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
common stock,
  par value $0.01 (1)         375,000 shares              $2.33                 $873,750                 $80.39
========================= ======================= ======================= ====================== =======================
(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 June 24, 2002, as determined
     in accordance with Rule 457(c) under the Act.

                                Page 1 of 6 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, 2001

          (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
               2002,

          (c)  Current Report on Form 8-K dated May 30, 2002; and

          (d)  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.

         The financial statements included in the Annual Report on Form 10-K
incorporated herein by reference herein were audited by Arthur Andersen LLP.
After reasonable efforts, the Registrant has not been able to obtain the consent
of Arthur Andersen LLP to the incorporation by reference of its audit report
dated January 25, 2002 into this registration statement. Accordingly, Arthur
Andersen LLP will not be liable to investors under Section 11(a) of the
Securities Act because it has not consent to being named as an expert in this
registration statement, and therefore such lack of consent may limit the
recovery by investors from Arthur Andersen LLP.

         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
intended to be exhaustive and is qualified in its entirety by reference to such

                                       2
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                 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). 4.3 Rights
                         Agreement dated June 14, 1999 between the Registrant
                         and Mellon 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).

    *4.4                 Directors Compensation Plan.

    *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
                         (omitted pursuant to Rule 437a)

   *24                   Power of Attorney (Included on the signature page of
                         this Registration Statement)
_______________________
* Filed herewith.

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;

                                       3
(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
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 21st day
of June, 2002.

                                        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 Eric Peterson, 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          June 21, 2002
-------------------------------
Martin Kelly                                    Director (Principal Executive Officer)
/s/ Eric Peterson                               Chief Financial Officer (Principal Financial    June 21, 2002
-------------------------------
Eric Peterson                                   and Accounting Officer)
/s/ Kurt Dammeier                               Director                                        June 21, 2002
-------------------------------
Kurt Dammeier
/s/ George Hancock                              Director                                        June 21, 2002
-------------------------------
George Hancock
/s/ Scott Barnum                                Director                                        June 21, 2002
-------------------------------
Scott Barnum
/s/ Nancy Mootz                                 Director                                        June 21, 2002
-------------------------------
Nancy Mootz
/s/ Scott Svenson                               Director                                        June 21, 2002
-------------------------------
Scott Svenson
5
EXHIBIT INDEX

Exhibit Number                  Exhibit

    *4.1                 Amended and Restated 1995 Employee Stock Option Plan.

     4.2                 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). 4.3 Rights
                         Agreement dated June 14, 1999 between the Registrant
                         and Mellon 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).

    *4.4                 Directors Compensation Plan.

    *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
                         (omitted pursuant to Rule 437a)

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

* Filed herewith.