<PAGE>   1

      As filed with the Securities and Exchange Commission on May 23, 1996
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             EQUALNET HOLDING CORP.
             (Exact name of registrant as specified in its charter)

                          TEXAS                       76-0457803     
             (State or other jurisdiction of       (I.R.S Employer   
             incorporation or organization)      Identification No.) 
                                                                     
                                                                     
               1250 WOOD BRANCH PARK DRIVE                           
                     HOUSTON, TEXAS                     77079        
             (Address of Principal Executive          (Zip Code)     
                        Offices)              


                             EQUALNET HOLDING CORP.
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                               MICHAEL L. HLINAK
                             EQUALNET HOLDING CORP.
                          1250 WOOD BRANCH PARK DRIVE
                             HOUSTON, TEXAS  77079
                    (Name and address of agent for service)

                                 (713) 510-4600
         (Telephone number, including area code, of agent for service)

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

                                 With Copy to:

                              Robert F. Gray, Jr.
                          Fulbright & Jaworski L.L.P.
                           1301 McKinney, Suite 5100
                           Houston, Texas 77010-3095
                                 (713) 651-5151

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
 Title of                        Proposed      Proposed maximum    
securities         Amount        maximum          aggregate           Amount of 
  to be            to be       offering price     offering          registration
registered       registered     per share (1)     price (1)             fee
- --------------------------------------------------------------------------------
<S>                  <C>          <C>             <C>                  <C> 
Common Stock, 
$.01 par value  250,000 shares    $3.81           $952,500             $329.00
================================================================================
</TABLE>


(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 and based
         upon the average of the high and low sales prices of a share of Common
         Stock as reported by the Nasdaq Stock Market on May 17, 1996.


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


                                      II-1
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
Registration Statement:
         
         1.    The Annual Report on Form 10-K of EqualNet Holding Corp., a Texas
corporation (the "Registrant"), for the fiscal year ended June 30, 1995;
                    
         2.    The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;
                    
         3.    The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995;
                    
         4.    The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
                   
         5.    Current Report on Form 8-K, filed by the Registrant on May 10,
1996;      
                    
         6.    Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A,
filed by the Registrant on May 13, 1996; and
                    
         7.    The description of the Registrant's common stock, par value $.01
per share ("Common Stock"), contained in a registration statement on Form 8-A
(filed on February 2, 1995 (Registration number 1-5725)).
                    
         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a 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.





                                      II-1
<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that a corporation may indemnify a person who was, is or is threatened
to be made a named defendant or respondent in a proceeding because the person is
or was a director or officer, provided that such director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's best
interests or (b) in all other cases, that his conduct was at least not opposed
to the corporation's best interests and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. 
Subject to certain exceptions, a director or officer may not be indemnified if
the person is found liable to the corporation or if the person is found liable
on the basis that he improperly received a personal benefit. Under Texas law,
reasonable expenses incurred by a director or officer may be paid or reimbursed
by the corporation in advance of a final disposition of the proceeding after the
corporation receives a written affirmation by the director or officer of his
good faith belief that he has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that the director or
officer is not entitled to indemnification by the corporation. Texas law
requires a corporation to indemnify an officer or director against reasonable
expenses incurred in connection with a proceeding in which he is named defendant
or respondent because he is or was a director or officer if he is wholly
successful in defense of the proceeding.
         
         Texas law also permits a corporation to purchase and maintain insurance
or another arrangement on behalf of any person who is or was a director or
officer against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.
         
         The Company's Articles of Incorporation and Bylaws provide for the
indemnification of its officers and directors, and the advancement to them of
expenses in connection with proceedings and claims, to the fullest extent
permitted under the TBCA.  Such indemnification may be made even through
directors and officers would not otherwise be entitled to indemnification under
other provisions by the Company's Bylaws.  The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes.
         

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.





                                      II-2
<PAGE>   4
ITEM 8.  EXHIBITS.
        
         4.1   Articles of Incorporation of the Registrant, (incorporated
               by reference to Exhibit No. 4.1 to the Registrant's
               Registration Statement on Form S-1 filed on January 24, 1995).
               
         5.1   Opinion of Fulbright & Jaworski L.L.P.
               
         23.1  Consent of Ernst & Young LLP.
               
         23.2  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
               
         24.1  Powers of Attorney from certain members of the Board of
               Directors (contained on pages II-5 and II-6).

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:

               (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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
               
               (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;     

         Provided, however, that paragraphs (1)(i) and (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
Securities and Exchange 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.


                                    III-3
<PAGE>   5
         
         (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 herein, 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.
         
         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
         




                                      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 City of Houston, State of Texas, on May 22, 1996.


                                        EqualNet Holding Corp.


                                        By:     /s/  Zane D. Russell 
                                           -----------------------------------
                                                    Zane D. Russell
                                              Chairman of the Board, Chief
                                             Executive Officer and Director
                                              (Principal Executive Officer)


                               POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Zane D.  Russell and Michael L. Hlinak,
or either of them, 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 (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and either of them, 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, 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 either of
them, or his or their substitute or substitutes, 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>
               Signature                                     Title                              Date
               ---------                                     -----                              ----
      <S>                                       <C>                                          <C>      
       /s/ Zane D. Russell                       Chairman of the Board, Chief                May 22, 1996
 ------------------------------------                                                                           
            Zane D. Russell                     Executive Officer and Director
                                                 (principal executive officer)
       /s/ Michael L. Hlinak                    Senior Vice President and Chief              May 22, 1996
 ------------------------------------                                                                           
           Michael L. Hlinak                           Financial Officer
                                                         and Director
                                                 (principal financial officer)

      /s/ Curtis L. Mackey                           Corporate Controller                    May 22, 1996
 ------------------------------------           (principal accounting officer)                                                   
           Curtis L. Mackey                     

      /s/ Walter V. Klemp                                  Director                          May 22, 1996
 ------------------------------------                                                                           
            Walter V. Klemp

      /s/ Terry S. Parker                                  Director                          May 22, 1996
 ------------------------------------                                                                           
            Terry S. Parker
</TABLE>





                                      II-5
<PAGE>   7
                                 EXHIBIT INDEX


Exhibit                                                                   
 Number                            Description                            
- -------                            -----------                            
                                                                      
 4.1     Certificate of Incorporation of the Registrant, as amended
         (incorporated by reference to Exhibit No. 4.1 to the
         Registrant's Registration Statement on Form S-1 filed on
         January 24, 1995).
         
 5.1     Opinion of Fulbright & Jaworki L.L.P.                            
         
 23.1    Consent of Ernst & Young LLP.                                    
                                                                       
 23.2    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1) 
         
 24.1    Powers of Attorney from certain members of the Board of
         Directors (contained on pages II-5 and II-6).
[{"type": "S-8", "sequence": "1", "description": "EQUALNET HOLDING CORP. - FORM S-8", "secsgml_size_bytes": 18559}]
{"company-data": {"conformed-name": "EQUALNET HOLDING CORP", "cik": "0000936163", "assigned-sic": "4813", "irs-number": "760457803", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04483", "film-number": "96572162"}, "business-address": {"street1": "1250 WOOD BRANCH PARK DR", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "7135104600"}}
1

      As filed with the Securities and Exchange Commission on May 23, 1996
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             EQUALNET HOLDING CORP.
             (Exact name of registrant as specified in its charter)

                          TEXAS                       76-0457803     
             (State or other jurisdiction of       (I.R.S Employer   
             incorporation or organization)      Identification No.) 
                                                                     
                                                                     
               1250 WOOD BRANCH PARK DRIVE                           
                     HOUSTON, TEXAS                     77079        
             (Address of Principal Executive          (Zip Code)     
                        Offices)              

                             EQUALNET HOLDING CORP.
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                               MICHAEL L. HLINAK
                             EQUALNET HOLDING CORP.
                          1250 WOOD BRANCH PARK DRIVE
                             HOUSTON, TEXAS  77079
                    (Name and address of agent for service)

                                 (713) 510-4600
         (Telephone number, including area code, of agent for service)

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

                                 With Copy to:

                              Robert F. Gray, Jr.
                          Fulbright & Jaworski L.L.P.
                           1301 McKinney, Suite 5100
                           Houston, Texas 77010-3095
                                 (713) 651-5151

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

                        CALCULATION OF REGISTRATION FEE
================================================================================
 Title of                        Proposed      Proposed maximum    
securities         Amount        maximum          aggregate           Amount of 
  to be            to be       offering price     offering          registration
registered       registered     per share (1)     price (1)             fee
- --------------------------------------------------------------------------------
Common Stock, 
$.01 par value  250,000 shares    $3.81           $952,500             $329.00
================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 and based
         upon the average of the high and low sales prices of a share of Common
         Stock as reported by the Nasdaq Stock Market on May 17, 1996.

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

                                      II-1
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in this
Registration Statement:
         
         1.    The Annual Report on Form 10-K of EqualNet Holding Corp., a Texas
corporation (the "Registrant"), for the fiscal year ended June 30, 1995;
                    
         2.    The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;
                    
         3.    The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995;
                    
         4.    The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
                   
         5.    Current Report on Form 8-K, filed by the Registrant on May 10,
1996;      
                    
         6.    Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A,
filed by the Registrant on May 13, 1996; and
                    
         7.    The description of the Registrant's common stock, par value $.01
per share ("Common Stock"), contained in a registration statement on Form 8-A
(filed on February 2, 1995 (Registration number 1-5725)).
                    
         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a 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.

                                      II-1
3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that a corporation may indemnify a person who was, is or is threatened
to be made a named defendant or respondent in a proceeding because the person is
or was a director or officer, provided that such director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's best
interests or (b) in all other cases, that his conduct was at least not opposed
to the corporation's best interests and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. 
Subject to certain exceptions, a director or officer may not be indemnified if
the person is found liable to the corporation or if the person is found liable
on the basis that he improperly received a personal benefit. Under Texas law,
reasonable expenses incurred by a director or officer may be paid or reimbursed
by the corporation in advance of a final disposition of the proceeding after the
corporation receives a written affirmation by the director or officer of his
good faith belief that he has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that the director or
officer is not entitled to indemnification by the corporation. Texas law
requires a corporation to indemnify an officer or director against reasonable
expenses incurred in connection with a proceeding in which he is named defendant
or respondent because he is or was a director or officer if he is wholly
successful in defense of the proceeding.
         
         Texas law also permits a corporation to purchase and maintain insurance
or another arrangement on behalf of any person who is or was a director or
officer against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.
         
         The Company's Articles of Incorporation and Bylaws provide for the
indemnification of its officers and directors, and the advancement to them of
expenses in connection with proceedings and claims, to the fullest extent
permitted under the TBCA.  Such indemnification may be made even through
directors and officers would not otherwise be entitled to indemnification under
other provisions by the Company's Bylaws.  The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes.
         

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
4
ITEM 8.  EXHIBITS.
        
         4.1   Articles of Incorporation of the Registrant, (incorporated
               by reference to Exhibit No. 4.1 to the Registrant's
               Registration Statement on Form S-1 filed on January 24, 1995).
               
         5.1   Opinion of Fulbright & Jaworski L.L.P.
               
         23.1  Consent of Ernst & Young LLP.
               
         23.2  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
               
         24.1  Powers of Attorney from certain members of the Board of
               Directors (contained on pages II-5 and II-6).

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:

               (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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar volume of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
               
               (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;     

         Provided, however, that paragraphs (1)(i) and (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
Securities and Exchange 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.

                                    III-3
5
         
         (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 herein, 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.
         
         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
         

                                      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 City of Houston, State of Texas, on May 22, 1996.

                                        EqualNet Holding Corp.

                                        By:     /s/  Zane D. Russell 
                                           -----------------------------------
                                                    Zane D. Russell
                                              Chairman of the Board, Chief
                                             Executive Officer and Director
                                              (Principal Executive Officer)

                               POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Zane D.  Russell and Michael L. Hlinak,
or either of them, 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 (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and either of them, 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, 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 either of
them, or his or their substitute or substitutes, 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.
Signature                                     Title                              Date
               ---------                                     -----                              ----
/s/ Zane D. Russell                       Chairman of the Board, Chief                May 22, 1996
 ------------------------------------                                                                           
            Zane D. Russell                     Executive Officer and Director
                                                 (principal executive officer)
       /s/ Michael L. Hlinak                    Senior Vice President and Chief              May 22, 1996
 ------------------------------------                                                                           
           Michael L. Hlinak                           Financial Officer
                                                         and Director
                                                 (principal financial officer)

      /s/ Curtis L. Mackey                           Corporate Controller                    May 22, 1996
 ------------------------------------           (principal accounting officer)                                                   
           Curtis L. Mackey                     

      /s/ Walter V. Klemp                                  Director                          May 22, 1996
 ------------------------------------                                                                           
            Walter V. Klemp

      /s/ Terry S. Parker                                  Director                          May 22, 1996
 ------------------------------------                                                                           
            Terry S. Parker
II-5
7
                                 EXHIBIT INDEX

Exhibit                                                                   
 Number                            Description                            
- -------                            -----------                            
                                                                      
 4.1     Certificate of Incorporation of the Registrant, as amended
         (incorporated by reference to Exhibit No. 4.1 to the
         Registrant's Registration Statement on Form S-1 filed on
         January 24, 1995).
         
 5.1     Opinion of Fulbright & Jaworki L.L.P.                            
         
 23.1    Consent of Ernst & Young LLP.                                    
                                                                       
 23.2    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1) 
         
 24.1    Powers of Attorney from certain members of the Board of
         Directors (contained on pages II-5 and II-6).