<PAGE>   1

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                     TWEETER HOME ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                          04-3417513
(State or other jurisdiction                             (I.R.S. Employer
      of incorporation)                                  Identification No.)

                         -------------------------------
                                  10 PEQUOT WAY
                           CANTON, MASSACHUSETTS 02021
   (Address, including zip code, of registrant's principal executive offices)
                         -------------------------------

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                     JOSEPH MCGUIRE, CHIEF FINANCIAL OFFICER
                     TWEETER HOME ENTERTAINMENT GROUP, INC.
                                  10 PEQUOT WAY
                           CANTON, MASSACHUSETTS 02021
                                 (781) 830-3000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                         -------------------------------
                          COPIES OF COMMUNICATIONS TO:
                            TIMOTHY B. BANCROFT, ESQ.
                             GOULSTON & STORRS, P.C.
                               400 Atlantic Avenue
                           Boston, Massachusetts 02110
                         -------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

============================================================================================================
   Title of Securities       Amount to be       Proposed Maximum       Proposed Maximum       Amount of
    to be Registered          Registered       Offering Price Per     Aggregate Offering   Registration Fee
                                                    Share (1)               Price
------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                 <C>                      <C>
Common Stock, $.01
par value                   500,000 shares         $33.188 (1)         $16,594,000 (1)          $4,613
============================================================================================================
</TABLE>


(1)  Pursuant to Rule 457, the maximum offering price per share is based on the
     average of the high and low sale prices of the Common Stock as reported by
     Nasdaq on July 30, 1999.

================================================================================



                                      -1-
<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference in this Registration
Statement:

     (1) The Registrant's Annual Report on Form 10-K for the year ended
     September 30, 1998, filed with the Securities and Exchange Commission (the
     "SEC") on December 28, 1998.

     (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
     December 31, 1998, filed with the SEC on January 26, 1999.

     (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1999, filed with the SEC on May 7, 1999.

     (4) The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-A filed with the SEC on April
     27, 1998.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
filing of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

An opinion will be delivered by Goulston & Storrs, P.C., Boston, Massachusetts,
with respect to the issuance of the shares of Common Stock being offered hereby.
Kitt Sawitsky is the Secretary of the Registrant and Daniel Avery is the
Assistant Secretary of the Registrant. Mr. Sawitsky and Mr. Avery are both
directors and shareholders of Goulston & Storrs, P.C.


                                      II-1

<PAGE>   3


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Amended and Restated Certificate of Incorporation (the
"Charter") generally limits the liability of the Registrant's Directors to the
Registrant to the fullest extent permitted from time to time by Delaware law.
The Delaware General Corporation Law (the "DGCL") permits, but does not require,
a corporation to indemnify its directors, officers, employees or agents, and
expressly provides that the indemnification provided for under the DGCL shall
not be deemed exclusive of any indemnification right under any By-law, vote of
stockholders or disinterested directors, or otherwise. The DGCL permits
indemnification against expenses and certain other liabilities arising out of
legal actions brought or threatened against such persons for their conduct on
behalf of a corporation; provided, however, that each such person acted in good
faith and in a manner that he reasonably believed was in or not opposed to such
corporation's best interests and, in the case of a criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The DGCL does not
allow indemnification of directors in the case of an action by or in the right
of a corporation (including stockholder derivative suits) unless the directors
successfully defend the action or indemnification is ordered by the court.

The Charter provides that directors and executive officers of the Registrant
shall be and, in the discretion of the Board of Directors, other officers and
non-officer employees, may be indemnified by the Registrant to the fullest
extent authorized by Delaware law, as it now exists or may in the future be
amended, against all expenses and liabilities actually and reasonably incurred
in connection with service for or on behalf of the Registrant. The By-laws also
provide that the right of directors and officers to indemnification shall be a
contract right and shall not be exclusive of any other right now possessed or
hereafter acquired under any By-law, agreement, vote of stockholders, or
otherwise. The Charter contains a provision permitted by Delaware law that
generally eliminates the personal liability of directors for monetary damages
for breaches of their fiduciary duty, including breaches involving negligence or
gross negligence in business combinations, unless the director has breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or a knowing violation of law, paid a dividend or approved a stock
repurchase in violation of the DGCL or obtained an improper personal benefit.
The provision does not alter a director's liability under the Federal securities
laws. In addition, this provision does not affect the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.



                                      II-2

<PAGE>   4

ITEM 8.  EXHIBITS.


    EXHIBIT                   DESCRIPTION
    NUMBER

      4.1      Specimen certificate representing the Common Stock (incorporated
               by reference to Exhibit 4.1 to the Registrant's Registration
               Statement on Form S-1 (Reg. No. 333-51015)).

      4.2      Shareholders' Rights Agreement effective as of July 21, 1998
               (incorporated by reference to Exhibit 4.2 to the Registrant's
               Report on Form 10-Q for the quarter ended June 30, 1998).

     10.1      Employee Stock Purchase Plan (incorporated by reference to
               Exhibit 10.20 to the Registrant's Registration Statement on Form
               S-1 (Reg. No. 333-70543)).

      5.1      Opinion of Goulston & Storrs, P.C. with respect to the legality
               of the shares being registered (filed herewith).

     23.1      Consent of Goulston & Storrs, P.C. (included in Exhibit 5.1).

     23.2      Consent of Deloitte & Touche LLP (filed herewith).

     24        Power of Attorney (included on signature page).

ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change in such information in the
Registration Statement.

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

(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.

(4)  That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-3

<PAGE>   5


(5)  Insofar as indemnification for liabilities arising under the Securities Act
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 SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.






                                      II-4
<PAGE>   6



                                   SIGNATURES

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 Town of Canton, Commonwealth of Massachusetts, on August 3,
1999.

                                      TWEETER HOME ENTERTAINMENT GROUP, INC.

                                      By:/s/ Jeffrey Stone
                                         _____________________________________
                                         Jeffrey Stone,
                                         President and Chief Operating Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Jeffrey Stone and Joseph McGuire his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documentation in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done with respect thereto,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 and on the date(s) indicated:

<TABLE>
<CAPTION>

            SIGNATURE                                    TITLE                           DATE
            ---------                                    -----                           ----

<S>  /s/ Samuel J. Bloomberg              <C>                                       <C>
     _______________________              Director, Chairman of the Board and       August 3, 1999
       Samuel J. Bloomberg                      Chief Executive Officer

      /s/ Jeffrey Stone
     _______________________                 Director, President and Chief          August 3, 1999
          Jeffrey Stone                            Operating Officer
                                             (Principal Executive Officer)

      /s/ Joseph McGuire
      _______________________               Vice President and Chief Financial       August 3, 1999
          Joseph McGuire                                Officer
                                            (Principal Financial Officer and
                                             Principal Accounting Officer)

</TABLE>



                                      II-5
<PAGE>   7


      /s/ Jeffrey Bloomberg
     ________________________             Director              August 3, 1999
        Jeffrey Bloomberg

      /s/ Matthew Bronfman
     ________________________             Director              August 3, 1999
         Matthew Bronfman

      /s/ Michael Cronin
     ________________________             Director              August 3, 1999
          Michael Cronin

      /s/ Steven S. Fischman
     ________________________             Director              August 3, 1999
        Steven S. Fischman




                                      II-6
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{"company-data": {"conformed-name": "TWEETER HOME ENTERTAINMENT GROUP INC", "cik": "0001060390", "assigned-sic": "5731", "irs-number": "043417513", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84607", "film-number": "99678852"}, "business-address": {"street1": "10 PEQUOT WAY", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "7818303000"}}
1

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                     TWEETER HOME ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                          04-3417513
(State or other jurisdiction                             (I.R.S. Employer
      of incorporation)                                  Identification No.)

                         -------------------------------
                                  10 PEQUOT WAY
                           CANTON, MASSACHUSETTS 02021
   (Address, including zip code, of registrant's principal executive offices)
                         -------------------------------

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                     JOSEPH MCGUIRE, CHIEF FINANCIAL OFFICER
                     TWEETER HOME ENTERTAINMENT GROUP, INC.
                                  10 PEQUOT WAY
                           CANTON, MASSACHUSETTS 02021
                                 (781) 830-3000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                         -------------------------------
                          COPIES OF COMMUNICATIONS TO:
                            TIMOTHY B. BANCROFT, ESQ.
                             GOULSTON & STORRS, P.C.
                               400 Atlantic Avenue
                           Boston, Massachusetts 02110
                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
   Title of Securities       Amount to be       Proposed Maximum       Proposed Maximum       Amount of
    to be Registered          Registered       Offering Price Per     Aggregate Offering   Registration Fee
                                                    Share (1)               Price
------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value                   500,000 shares         $33.188 (1)         $16,594,000 (1)          $4,613
============================================================================================================
(1)  Pursuant to Rule 457, the maximum offering price per share is based on the
     average of the high and low sale prices of the Common Stock as reported by
     Nasdaq on July 30, 1999.

================================================================================

                                      -1-
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference in this Registration
Statement:

     (1) The Registrant's Annual Report on Form 10-K for the year ended
     September 30, 1998, filed with the Securities and Exchange Commission (the
     "SEC") on December 28, 1998.

     (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
     December 31, 1998, filed with the SEC on January 26, 1999.

     (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1999, filed with the SEC on May 7, 1999.

     (4) The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-A filed with the SEC on April
     27, 1998.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
filing of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

An opinion will be delivered by Goulston & Storrs, P.C., Boston, Massachusetts,
with respect to the issuance of the shares of Common Stock being offered hereby.
Kitt Sawitsky is the Secretary of the Registrant and Daniel Avery is the
Assistant Secretary of the Registrant. Mr. Sawitsky and Mr. Avery are both
directors and shareholders of Goulston & Storrs, P.C.

                                      II-1
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Amended and Restated Certificate of Incorporation (the
"Charter") generally limits the liability of the Registrant's Directors to the
Registrant to the fullest extent permitted from time to time by Delaware law.
The Delaware General Corporation Law (the "DGCL") permits, but does not require,
a corporation to indemnify its directors, officers, employees or agents, and
expressly provides that the indemnification provided for under the DGCL shall
not be deemed exclusive of any indemnification right under any By-law, vote of
stockholders or disinterested directors, or otherwise. The DGCL permits
indemnification against expenses and certain other liabilities arising out of
legal actions brought or threatened against such persons for their conduct on
behalf of a corporation; provided, however, that each such person acted in good
faith and in a manner that he reasonably believed was in or not opposed to such
corporation's best interests and, in the case of a criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The DGCL does not
allow indemnification of directors in the case of an action by or in the right
of a corporation (including stockholder derivative suits) unless the directors
successfully defend the action or indemnification is ordered by the court.

The Charter provides that directors and executive officers of the Registrant
shall be and, in the discretion of the Board of Directors, other officers and
non-officer employees, may be indemnified by the Registrant to the fullest
extent authorized by Delaware law, as it now exists or may in the future be
amended, against all expenses and liabilities actually and reasonably incurred
in connection with service for or on behalf of the Registrant. The By-laws also
provide that the right of directors and officers to indemnification shall be a
contract right and shall not be exclusive of any other right now possessed or
hereafter acquired under any By-law, agreement, vote of stockholders, or
otherwise. The Charter contains a provision permitted by Delaware law that
generally eliminates the personal liability of directors for monetary damages
for breaches of their fiduciary duty, including breaches involving negligence or
gross negligence in business combinations, unless the director has breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or a knowing violation of law, paid a dividend or approved a stock
repurchase in violation of the DGCL or obtained an improper personal benefit.
The provision does not alter a director's liability under the Federal securities
laws. In addition, this provision does not affect the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                      II-2
4

ITEM 8.  EXHIBITS.

    EXHIBIT                   DESCRIPTION
    NUMBER

      4.1      Specimen certificate representing the Common Stock (incorporated
               by reference to Exhibit 4.1 to the Registrant's Registration
               Statement on Form S-1 (Reg. No. 333-51015)).

      4.2      Shareholders' Rights Agreement effective as of July 21, 1998
               (incorporated by reference to Exhibit 4.2 to the Registrant's
               Report on Form 10-Q for the quarter ended June 30, 1998).

     10.1      Employee Stock Purchase Plan (incorporated by reference to
               Exhibit 10.20 to the Registrant's Registration Statement on Form
               S-1 (Reg. No. 333-70543)).

      5.1      Opinion of Goulston & Storrs, P.C. with respect to the legality
               of the shares being registered (filed herewith).

     23.1      Consent of Goulston & Storrs, P.C. (included in Exhibit 5.1).

     23.2      Consent of Deloitte & Touche LLP (filed herewith).

     24        Power of Attorney (included on signature page).

ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change in such information in the
Registration Statement.

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

(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.

(4)  That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
5

(5)  Insofar as indemnification for liabilities arising under the Securities Act
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 SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

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 Town of Canton, Commonwealth of Massachusetts, on August 3,
1999.

                                      TWEETER HOME ENTERTAINMENT GROUP, INC.

                                      By:/s/ Jeffrey Stone
                                         _____________________________________
                                         Jeffrey Stone,
                                         President and Chief Operating Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Jeffrey Stone and Joseph McGuire his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documentation in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done with respect thereto,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 and on the date(s) indicated:
SIGNATURE                                    TITLE                           DATE
            ---------                                    -----                           ----
/s/ Samuel J. Bloomberg
_______________________              Director, Chairman of the Board and       August 3, 1999
       Samuel J. Bloomberg                      Chief Executive Officer

      /s/ Jeffrey Stone
     _______________________                 Director, President and Chief          August 3, 1999
          Jeffrey Stone                            Operating Officer
                                             (Principal Executive Officer)

      /s/ Joseph McGuire
      _______________________               Vice President and Chief Financial       August 3, 1999
          Joseph McGuire                                Officer
                                            (Principal Financial Officer and
                                             Principal Accounting Officer)
II-5
7

      /s/ Jeffrey Bloomberg
     ________________________             Director              August 3, 1999
        Jeffrey Bloomberg

      /s/ Matthew Bronfman
     ________________________             Director              August 3, 1999
         Matthew Bronfman

      /s/ Michael Cronin
     ________________________             Director              August 3, 1999
          Michael Cronin

      /s/ Steven S. Fischman
     ________________________             Director              August 3, 1999
        Steven S. Fischman

                                      II-6