<PAGE>   1

     As filed with the Securities and Exchange Commission on March 21, 1997

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

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

                          APACHE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                <C>                           <C>
            Delaware                            7371                    23-2476415
  (State or other jurisdiction       (Primary Standard Industrial   (I.R.S. Employer
of incorporation or organization)    Classification Code Number)   Identification No.)
</TABLE>


                             1650 Tysons Boulevard
                            McLean, Virginia  22102
                           Telephone:  (703) 847-1400
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)

           APACHE MEDICAL SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                          Gerald E. Bisbee, Jr., Ph.D.
                      Chairman and Chief Executive Officer
                          APACHE Medical Systems, Inc.
                             1650 Tysons Boulevard
                            McLean, Virginia  22102
                           Telephone:  (703) 847-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                   Copies to:

<TABLE>
        <S>                            <C>
          Karen A. Erikson, Esq.             George C. McKann, Esq.
        APACHE Medical Systems, Inc.        Gardner, Carton & Douglas
          1650 Tysons Boulevard         321 North Clark Street, Suite 3200
         McLean, Virginia  22102            Chicago, Illinois  60610
</TABLE>


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            Proposed Maximum        Proposed Maximum
           Title of Securities               Amount to be   Offering Price Per    Aggregate Offering       Amount of
             to be Registered               Registered (1)  Share                 Price                 Registration Fee
------------------------------------------  --------------  --------------------  --------------------  ----------------
<S>                                         <C>             <C>                   <C>                   <C>
Common Stock, par value $.01 per share (2)         210,000  $  6.1875             $  1,299,375          $  394
</TABLE>

(1)  Together with an indeterminable number of additional securities in order
     to adjust the number of securities reserved for issuance pursuant to the
     plans as the result of a stock split, stock dividend or similar
     transaction affecting the Common Stock, pursuant to 17 C.F.R. Section
     230.416.

(2)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and
     the amount of the registration fee are based upon the average of the high
     and low prices reported on the Nasdaq National Market on March 19, 1997
     with respect to 210,000 shares available for purchase under the Employee
     Stock Purchase Plan.

<PAGE>   2


                          APACHE MEDICAL SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

           1. The Registrant's Annual Report on Form 10-K for the fiscal year
      ended December 31, 1996;

           2. The Company's Current Report on Form 8-K dated February 20, 1997;
      and

           3. The description of Registrant's Common Stock contained in the
      Registrant's Registration Statement on Form 8-A dated June 4, 1996 filed
      pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act"), including any amendment or report filed for
      the purpose of updating such description.

     In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, 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.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


     The Company's Amended and Restated Certificate of Incorporation provides
that the Company shall, subject to certain limitations, indemnify its directors
and officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection
with any suit or proceeding to which they are a party so long as they acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.

     Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty.  DGCL Section
102 provides, however, that liability for breaches of the duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct, or knowing
violation of the law, and the unlawful purchase or redemption of stock or
payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner.  The Company's Amended and
Restated Certificate of Incorporation includes a provision that eliminates, to
the fullest extent permitted, director liability for monetary damages for
breaches of fiduciary duty.


                                      II-1

<PAGE>   3


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.  INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
             Exhibit Number  Description of Document
         ------------------  -----------------------------------------------------------------------
                      <S>      <C>
                        4.1    Amended and Restated Certificate of Incorporation*
                        4.2    By-laws*
                        5.1    Opinion of Gardner, Carton & Douglas regarding legality of securities
                       23.1    Consent of KPMG Peat Marwick LLP
                       23.2    Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
                       24.1    Powers of Attorney (included on signature page)
</TABLE>

------------
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.

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 by those paragraphs is contained in periodic reports filed with
      or furnished to the Commission 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.

                                      II-2

<PAGE>   4


     (b) The 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 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offering 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 provisions described in Item 6 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the 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 section,
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.

                                      II-3

<PAGE>   5


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of McLean, State of Virginia, on this 21st day of
March 1997.

                                     APACHE MEDICAL SYSTEMS, INC.

                                     By:     /s/  Gerald E. Bisbee, Jr., Ph.D.
                                        --------------------------------------
                                             Gerald E. Bisbee, Jr., Ph.D.
                                          Chairman and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerald E. Bisbee, Jr., Ph.D., Robert E.
Ciri and Brion D. Umidi, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign, execute and file this Registration Statement and any or
all amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto
and all documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents or his or
their substitute or substitutes, may lawfully do or cause to be done.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 21st day of March 1997.


<TABLE>
<CAPTION>
   SIGNATURES                                           TITLE
   ----------------------------------  ---------------------------------------------
   <S>                                 <C>


   /s/  Gerald E. Bisbee, Jr., Ph.D.    Chairman and Chief Executive Officer
   ----------------------------------   (Principal Executive Officer)
   Gerald E. Bisbee, Jr., Ph.D.        


   /s/  Brion D. Umidi                  Vice President, Finance and Administration, 
   ----------------------------------   Treasurer and Chief Financial Officer 
   Brion D. Umidi                       (Principal Financial and Accounting Officer)

   /s/  Edward J. Connors               Director
   ----------------------------
   Edward J. Connors

   /s/  Thomas W. Hodson                Director
   ----------------------------
   Thomas W. Hodson

   /s/  William A. Knaus, M.D.          Director
   ----------------------------
   William A. Knaus, M.D.

   /s/  Lawrence S. Lewin               Director
   ----------------------------
   Lawrence S. Lewin

   /s/  Francis G. Ziegler              Director
   ----------------------------
   Francis G. Ziegler

</TABLE>

                                     S-1
<PAGE>   6


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit Number  Description of Document
--------------  -----------------------
<S>             <C>
       4.1      Amended and Restated Certificate of Incorporation*
       4.2      By-laws*
       5.1      Opinion of Gardner, Carton & Douglas regarding legality of securities
       23.1     Consent of KPMG Peat Marwick LLP
       23.2     Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
       24.1     Powers of Attorney (included on signature page)
</TABLE>

-------------
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.



                                      E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15909}]
{"company-data": {"conformed-name": "APACHE MEDICAL SYSTEMS INC", "cik": "0000883697", "assigned-sic": "7373", "irs-number": "232476415", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23749", "film-number": "97560523"}, "business-address": {"street1": "1650 TYSONS BLVD", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7038471400"}, "mail-address": {"street1": "1650 TYSONS BLVD", "city": "MCLEAN", "state": "VA", "zip": "22102"}}
1

     As filed with the Securities and Exchange Commission on March 21, 1997

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

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

                          APACHE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
Delaware                            7371                    23-2476415
  (State or other jurisdiction       (Primary Standard Industrial   (I.R.S. Employer
of incorporation or organization)    Classification Code Number)   Identification No.)
1650 Tysons Boulevard
                            McLean, Virginia  22102
                           Telephone:  (703) 847-1400
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)

           APACHE MEDICAL SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                          Gerald E. Bisbee, Jr., Ph.D.
                      Chairman and Chief Executive Officer
                          APACHE Medical Systems, Inc.
                             1650 Tysons Boulevard
                            McLean, Virginia  22102
                           Telephone:  (703) 847-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                   Copies to:
Karen A. Erikson, Esq.             George C. McKann, Esq.
        APACHE Medical Systems, Inc.        Gardner, Carton & Douglas
          1650 Tysons Boulevard         321 North Clark Street, Suite 3200
         McLean, Virginia  22102            Chicago, Illinois  60610
CALCULATION OF REGISTRATION FEE
Proposed Maximum        Proposed Maximum
           Title of Securities               Amount to be   Offering Price Per    Aggregate Offering       Amount of
             to be Registered               Registered (1)  Share                 Price                 Registration Fee
------------------------------------------  --------------  --------------------  --------------------  ----------------
Common Stock, par value $.01 per share (2)         210,000  $  6.1875             $  1,299,375          $  394
(1)  Together with an indeterminable number of additional securities in order
     to adjust the number of securities reserved for issuance pursuant to the
     plans as the result of a stock split, stock dividend or similar
     transaction affecting the Common Stock, pursuant to 17 C.F.R. Section
     230.416.

(2)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and
     the amount of the registration fee are based upon the average of the high
     and low prices reported on the Nasdaq National Market on March 19, 1997
     with respect to 210,000 shares available for purchase under the Employee
     Stock Purchase Plan.
2

                          APACHE MEDICAL SYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

           1. The Registrant's Annual Report on Form 10-K for the fiscal year
      ended December 31, 1996;

           2. The Company's Current Report on Form 8-K dated February 20, 1997;
      and

           3. The description of Registrant's Common Stock contained in the
      Registrant's Registration Statement on Form 8-A dated June 4, 1996 filed
      pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act"), including any amendment or report filed for
      the purpose of updating such description.

     In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, 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.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Amended and Restated Certificate of Incorporation provides
that the Company shall, subject to certain limitations, indemnify its directors
and officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection
with any suit or proceeding to which they are a party so long as they acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.

     Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty.  DGCL Section
102 provides, however, that liability for breaches of the duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct, or knowing
violation of the law, and the unlawful purchase or redemption of stock or
payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner.  The Company's Amended and
Restated Certificate of Incorporation includes a provision that eliminates, to
the fullest extent permitted, director liability for monetary damages for
breaches of fiduciary duty.

                                      II-1
3

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.  INDEX TO EXHIBITS.
Exhibit Number  Description of Document
         ------------------  -----------------------------------------------------------------------
4.1    Amended and Restated Certificate of Incorporation*
                        4.2    By-laws*
                        5.1    Opinion of Gardner, Carton & Douglas regarding legality of securities
                       23.1    Consent of KPMG Peat Marwick LLP
                       23.2    Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
                       24.1    Powers of Attorney (included on signature page)
------------
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.

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 by those paragraphs is contained in periodic reports filed with
      or furnished to the Commission 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.

                                      II-2
4

     (b) The 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 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offering 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 provisions described in Item 6 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the 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 section,
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.

                                      II-3
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of McLean, State of Virginia, on this 21st day of
March 1997.

                                     APACHE MEDICAL SYSTEMS, INC.

                                     By:     /s/  Gerald E. Bisbee, Jr., Ph.D.
                                        --------------------------------------
                                             Gerald E. Bisbee, Jr., Ph.D.
                                          Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerald E. Bisbee, Jr., Ph.D., Robert E.
Ciri and Brion D. Umidi, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign, execute and file this Registration Statement and any or
all amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto
and all documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents or his or
their substitute or substitutes, may lawfully do or cause to be done.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 21st day of March 1997.
SIGNATURES                                           TITLE
   ----------------------------------  ---------------------------------------------
/s/  Gerald E. Bisbee, Jr., Ph.D.    Chairman and Chief Executive Officer
   ----------------------------------   (Principal Executive Officer)
   Gerald E. Bisbee, Jr., Ph.D.        

   /s/  Brion D. Umidi                  Vice President, Finance and Administration, 
   ----------------------------------   Treasurer and Chief Financial Officer 
   Brion D. Umidi                       (Principal Financial and Accounting Officer)

   /s/  Edward J. Connors               Director
   ----------------------------
   Edward J. Connors

   /s/  Thomas W. Hodson                Director
   ----------------------------
   Thomas W. Hodson

   /s/  William A. Knaus, M.D.          Director
   ----------------------------
   William A. Knaus, M.D.

   /s/  Lawrence S. Lewin               Director
   ----------------------------
   Lawrence S. Lewin

   /s/  Francis G. Ziegler              Director
   ----------------------------
   Francis G. Ziegler
S-1
6

                               INDEX TO EXHIBITS
Exhibit Number  Description of Document
--------------  -----------------------
4.1      Amended and Restated Certificate of Incorporation*
       4.2      By-laws*
       5.1      Opinion of Gardner, Carton & Douglas regarding legality of securities
       23.1     Consent of KPMG Peat Marwick LLP
       23.2     Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
       24.1     Powers of Attorney (included on signature page)
-------------
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.

                                      E-1