<PAGE>
    As filed with the Securities and Exchange Commission on August 9, 1996

                                                 Registration No. 333-----------
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8

            Registration Statement Under the Securities Act of 1933


                                   KFX INC.
                                   --------
            (Exact name of registrant as specified in its charter)

            Delaware                                       84-1079971
- ----------------------------------------          -----------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization                           Identifiaction No.)
                                 

     1999 Broadway, Suite 3200
         Denver, Colorado                                     80202
- ----------------------------------------          -----------------------------
(Address of principal executive offices)                    (Zip code) 
                                                

                1996 STOCK OPTION AND INCENTIVE PLAN OF KFX INC.
                ------------------------------------------------
                            (Full title of the plan)
 
          Theodore Venners
      1999 Broadway, Suite 3200
        Denver, Colorado 80202                           (303) 293-2992
- ----------------------------------------         -------------------------------
(Name and address of agent for service)          (Telephone number, including 
                                                 area code of agent for service)

 

                                  Copies to:
                                  --------- 
                            Warren L. Troupe, Esq.
                           Deborah A. Schultz, Esq.        
                                  Kutak Rock
                          717 17th Street, Suite 2900
                         Denver, Colorado 80202-3329
                                (303) 297-2400
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
=========================================================================================================

                                               Proposed Maximum       Proposed Maximum        Amount of
   Title of Securities       Amount to be      Offering Price           Aggregate          Registration
    to be Registered          Registered       Per Share/(1)/      Offering Price/(1)/          Fee
   -------------------       -------------    ---------------      ------------------      -------------
- --------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>                  <C>                     <C>

       Common Stock,
      $.001 par value          1,500,000          $6.9375             $10,406,250            $3,588.36

==========================================================================================================
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to the Rule 457(c).

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

               The following documents, previously filed with the Securities and
     Exchange Commission by KFx Inc. (the "Registrant") pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
     incorporated herein by reference:

          (i)   the Registrant's Annual Report on Form 10-KSB for the fiscal
                year ended December 31, 1995;

          (ii)  all other reports filed by the Registrant pursuant to Section
                13(a) or 15(d) of the Exchange Act since the end of the fiscal
                year covered by the Annual Report on Form 10-KSB referred to in
                (i) above;

          (iii) the description of the Registrant's common stock contained in
                the Registrant's Registration Statement on Form 10-SB filed with
                the Securities and Exchange Commission on July 11, 1994.

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

          Any statement contained in a document 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 subsequently filed document that 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, except as
     so modified or superseded, to constitute a part of this Registration
     Statement.

     Item 4.  Description of Securities.

          Not Applicable.

     Item 5.  Interests of Named Experts and Counsel.

          Not Applicable.
<PAGE>

     Item 6.  Indemnification of Directors and Officers.

          Section 102(b)7 of the Delaware General Corporation Law (the "DGCL")
     enables a corporation in its original certificate of incorporation or an
     amendment thereto to eliminate or limit the personal liability of a
     director for violations of the director's fiduciary duty, except (i) for
     any breach of the director's duty of loyalty to the corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) pursuant to
     Section 174 of the DGCL (providing for liability of directors for unlawful
     payment of dividends or unlawful stock purchases or redemptions), or (iv)
     for any transaction from which a director derived an improper personal
     benefit.

          Section 145 of the DGCL provides that directors and officers of
     Delaware corporations may, under certain circumstances, be indemnified
     against expenses (including attorneys' fees) and other liabilities actually
     and reasonably incurred by them as a result of any suit brought against
     them in their capacity as a director or officer, if they acted in good
     faith and in a manner they reasonably believed to be in or not opposed to
     the best interests of the corporation, and, with respect to any criminal
     action or proceeding, if they had no reasonable cause to believe their
     conduct was unlawful.  Section 145 also provides that directors and
     officers may also be indemnified against expenses (including attorneys'
     fees) incurred by them in connection with a derivative suit if they acted
     in good faith and in a manner they reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification may be made without court approval if such person was
     adjudged liable to the corporation.

          The Company has implemented such indemnification provisions in its
     Certificate of Incorporation which provides that officers and directors
     shall be entitled to be indemnified by the Company to the fullest extent
     permitted by law against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement incurred in connection with any
     action, suit or proceeding by reason of the fact that he or she is or was
     an officer or director of the Company.

          The above discussion of the Company's Certificate of Incorporation and
     Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and
     is qualified in its entirety by such Certificate of Incorporation and
     statutes.

     Item 7.  Exemption from Registration Claimed.

          Not Applicable.

     Item 8.  Exhibits.

          The following is a complete list of exhibits filed as part of this
     Registration Statement. Exhibit numbers correspond to the numbers in the
     Exhibit Table of Item 601 of Regulation S-K.

                                       2
<PAGE>
 
     Exhibit
     Number            Description
     ------            -----------

     4.01/(1)/    Form of Common Stock Certificate

     5.01*        Opinion and Consent of Kutak Rock
 
     23.01        Consent of Counsel is contained in Opinion of Counsel filed as
                  Exhibit 5.01

     23.02*       Consent of Price Waterhouse LLP

     24.01        Powers of Attorney, included at page S-2 of
                  the Registration Statement, are incorporated herein
                  by reference

- ---------------------------------
      *   Filed herewith.
     (1)  Filed as an Exhibit to the Registrant's Registration Statement on Form
          10-SB, File No. 0-23634 and incorporated herein by reference.

     Item 9.  Undertakings.

          The undersigned Registrant hereby undertakes:

               (a)(l) 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; and

                    (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.

               (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
<PAGE>

               (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) 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 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 offered therein and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 (the "Act") may be permitted to directors, officers
     and controlling persons of the Registrant pursuant to the foregoing
     provisions, or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of expenses incurred
     or paid by a director, officer or controlling person of the Registrant in
     the successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                   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 Denver, State of
     Colorado, on this 5th day of August, 1996.

                                      KFX INC.
                                      (Registrant)

 
                                     By:  /s/ Theodore Venners
                                        ----------------------------------------
                                           Theodore Venners, Chairman, President
                                           and Chief Executive Officer

                                      S-1




<PAGE>
 
                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rudolph G. Swenson, 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
or all amendments to this Registration Statement on Form S-8 and file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such 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 in and about the premises, to all intents and
purposes and as full as they might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent, or his substitute may
lawfully do or 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>
 
         Name                           Title                        Date
         ----                           -----                        ----
<S>                     <C>                                     <C>
/s/ Vincent N. Cook     
- --------------------    Director                                August 5, 1996
Vincent N. Cook
/s/ Kurt B. Eckrich     
- --------------------    Executive Vice President, Chief         August 5, 1996
Kurt B. Eckrich         Financial Officer and Director
/s/ Brian D. Holt
- --------------------    Director                                August 5, 1996
Brian D. Holt
/s/ Peter G. Martin     
- --------------------    Director                                August 5, 1996
Peter G. Martin
/s/ Jack C. Pester      
- --------------------    Director                                August 5, 1996 
Jack C. Pester
/s/ Rudolph G. Swenson  
- --------------------    Vice President, Secretary and           August 5, 1996 
Rudolph G. Swenson      Treasurer
/s/ Theodore Venners
- --------------------    Chairman of the Board of Directors,     August 5, 1996
Theodore Venners        President and Chief Executive Officer
 
- --------------------    Director                                August __,1996
Starkey A. Wilson
 
</TABLE>

                                      S-2
<PAGE>
 
                                 EXHIBIT INDEX


                                        
     Exhibit
     Number       Description
     -------      -----------

     4.01/(1)/    Form of Common Stock Certificate

     5.01*        Opinion and Consent of Kutak Rock
 
     23.01        Consent of Counsel is contained in Opinion of Counsel
                  filed as Exhibit 5.01

     23.02*       Consent of Price Waterhouse LLP

     24.01        Powers of Attorney, included at page S-2 of
                  the Registration Statement, are incorporated herein
                  by reference



- ---------------------------------
     *    Filed herewith.
     (1)  Filed as an Exhibit to the Registrant's Registration Statement on Form
          10-SB, File No. 0-23634 and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17435}]
{"company-data": {"conformed-name": "KFX INC", "cik": "0000912365", "assigned-sic": "8731", "irs-number": "841079971", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09873", "film-number": "96607145"}, "business-address": {"street1": "1999 BROADWAY", "street2": "STE 3200", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032932992"}, "mail-address": {"street1": "1999 BROADWAY", "street2": "SUITE 3200", "city": "DENVER", "state": "CO", "zip": "80202"}}
As filed with the Securities and Exchange Commission on August 9, 1996

                                                 Registration No. 333-----------
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8

            Registration Statement Under the Securities Act of 1933

                                   KFX INC.
                                   --------
            (Exact name of registrant as specified in its charter)

            Delaware                                       84-1079971
- ----------------------------------------          -----------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization                           Identifiaction No.)
                                 

     1999 Broadway, Suite 3200
         Denver, Colorado                                     80202
- ----------------------------------------          -----------------------------
(Address of principal executive offices)                    (Zip code) 
                                                

                1996 STOCK OPTION AND INCENTIVE PLAN OF KFX INC.
                ------------------------------------------------
                            (Full title of the plan)
 
          Theodore Venners
      1999 Broadway, Suite 3200
        Denver, Colorado 80202                           (303) 293-2992
- ----------------------------------------         -------------------------------
(Name and address of agent for service)          (Telephone number, including 
                                                 area code of agent for service)

 

                                  Copies to:
                                  --------- 
                            Warren L. Troupe, Esq.
                           Deborah A. Schultz, Esq.        
                                  Kutak Rock
                          717 17th Street, Suite 2900
                         Denver, Colorado 80202-3329
                                (303) 297-2400
CALCULATION OF REGISTRATION FEE
=========================================================================================================

                                               Proposed Maximum       Proposed Maximum        Amount of
   Title of Securities       Amount to be      Offering Price           Aggregate          Registration
    to be Registered          Registered       Per Share/(1)/      Offering Price/(1)/          Fee
   -------------------       -------------    ---------------      ------------------      -------------
- --------------------------------------------------------------------------------------------------------
Common Stock,
      $.001 par value          1,500,000          $6.9375             $10,406,250            $3,588.36

==========================================================================================================
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to the Rule 457(c).

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

               The following documents, previously filed with the Securities and
     Exchange Commission by KFx Inc. (the "Registrant") pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
     incorporated herein by reference:

          (i)   the Registrant's Annual Report on Form 10-KSB for the fiscal
                year ended December 31, 1995;

          (ii)  all other reports filed by the Registrant pursuant to Section
                13(a) or 15(d) of the Exchange Act since the end of the fiscal
                year covered by the Annual Report on Form 10-KSB referred to in
                (i) above;

          (iii) the description of the Registrant's common stock contained in
                the Registrant's Registration Statement on Form 10-SB filed with
                the Securities and Exchange Commission on July 11, 1994.

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

          Any statement contained in a document 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 subsequently filed document that 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, except as
     so modified or superseded, to constitute a part of this Registration
     Statement.

     Item 4.  Description of Securities.

          Not Applicable.

     Item 5.  Interests of Named Experts and Counsel.

          Not Applicable.
Item 6.  Indemnification of Directors and Officers.

          Section 102(b)7 of the Delaware General Corporation Law (the "DGCL")
     enables a corporation in its original certificate of incorporation or an
     amendment thereto to eliminate or limit the personal liability of a
     director for violations of the director's fiduciary duty, except (i) for
     any breach of the director's duty of loyalty to the corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) pursuant to
     Section 174 of the DGCL (providing for liability of directors for unlawful
     payment of dividends or unlawful stock purchases or redemptions), or (iv)
     for any transaction from which a director derived an improper personal
     benefit.

          Section 145 of the DGCL provides that directors and officers of
     Delaware corporations may, under certain circumstances, be indemnified
     against expenses (including attorneys' fees) and other liabilities actually
     and reasonably incurred by them as a result of any suit brought against
     them in their capacity as a director or officer, if they acted in good
     faith and in a manner they reasonably believed to be in or not opposed to
     the best interests of the corporation, and, with respect to any criminal
     action or proceeding, if they had no reasonable cause to believe their
     conduct was unlawful.  Section 145 also provides that directors and
     officers may also be indemnified against expenses (including attorneys'
     fees) incurred by them in connection with a derivative suit if they acted
     in good faith and in a manner they reasonably believed to be in or not
     opposed to the best interests of the corporation, except that no
     indemnification may be made without court approval if such person was
     adjudged liable to the corporation.

          The Company has implemented such indemnification provisions in its
     Certificate of Incorporation which provides that officers and directors
     shall be entitled to be indemnified by the Company to the fullest extent
     permitted by law against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement incurred in connection with any
     action, suit or proceeding by reason of the fact that he or she is or was
     an officer or director of the Company.

          The above discussion of the Company's Certificate of Incorporation and
     Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and
     is qualified in its entirety by such Certificate of Incorporation and
     statutes.

     Item 7.  Exemption from Registration Claimed.

          Not Applicable.

     Item 8.  Exhibits.

          The following is a complete list of exhibits filed as part of this
     Registration Statement. Exhibit numbers correspond to the numbers in the
     Exhibit Table of Item 601 of Regulation S-K.

                                       2
Exhibit
     Number            Description
     ------            -----------

     4.01/(1)/    Form of Common Stock Certificate

     5.01*        Opinion and Consent of Kutak Rock
 
     23.01        Consent of Counsel is contained in Opinion of Counsel filed as
                  Exhibit 5.01

     23.02*       Consent of Price Waterhouse LLP

     24.01        Powers of Attorney, included at page S-2 of
                  the Registration Statement, are incorporated herein
                  by reference

- ---------------------------------
      *   Filed herewith.
     (1)  Filed as an Exhibit to the Registrant's Registration Statement on Form
          10-SB, File No. 0-23634 and incorporated herein by reference.

     Item 9.  Undertakings.

          The undersigned Registrant hereby undertakes:

               (a)(l) 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; and

                    (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.

               (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
(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) 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 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 offered therein and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 (the "Act") may be permitted to directors, officers
     and controlling persons of the Registrant pursuant to the foregoing
     provisions, or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of expenses incurred
     or paid by a director, officer or controlling person of the Registrant in
     the successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

                                       4
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 Denver, State of
     Colorado, on this 5th day of August, 1996.

                                      KFX INC.
                                      (Registrant)

 
                                     By:  /s/ Theodore Venners
                                        ----------------------------------------
                                           Theodore Venners, Chairman, President
                                           and Chief Executive Officer

                                      S-1
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rudolph G. Swenson, 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
or all amendments to this Registration Statement on Form S-8 and file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such 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 in and about the premises, to all intents and
purposes and as full as they might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent, or his substitute may
lawfully do or 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.
Name                           Title                        Date
         ----                           -----                        ----
/s/ Vincent N. Cook     
- --------------------    Director                                August 5, 1996
Vincent N. Cook
/s/ Kurt B. Eckrich     
- --------------------    Executive Vice President, Chief         August 5, 1996
Kurt B. Eckrich         Financial Officer and Director
/s/ Brian D. Holt
- --------------------    Director                                August 5, 1996
Brian D. Holt
/s/ Peter G. Martin     
- --------------------    Director                                August 5, 1996
Peter G. Martin
/s/ Jack C. Pester      
- --------------------    Director                                August 5, 1996 
Jack C. Pester
/s/ Rudolph G. Swenson  
- --------------------    Vice President, Secretary and           August 5, 1996 
Rudolph G. Swenson      Treasurer
/s/ Theodore Venners
- --------------------    Chairman of the Board of Directors,     August 5, 1996
Theodore Venners        President and Chief Executive Officer
 
- --------------------    Director                                August __,1996
Starkey A. Wilson
S-2
EXHIBIT INDEX

                                        
     Exhibit
     Number       Description
     -------      -----------

     4.01/(1)/    Form of Common Stock Certificate

     5.01*        Opinion and Consent of Kutak Rock
 
     23.01        Consent of Counsel is contained in Opinion of Counsel
                  filed as Exhibit 5.01

     23.02*       Consent of Price Waterhouse LLP

     24.01        Powers of Attorney, included at page S-2 of
                  the Registration Statement, are incorporated herein
                  by reference

- ---------------------------------
     *    Filed herewith.
     (1)  Filed as an Exhibit to the Registrant's Registration Statement on Form
          10-SB, File No. 0-23634 and incorporated herein by reference.