<PAGE>

As filed with the Securities and Exchange Commission on ___________
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                               NEOGEN CORPORATION

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


               Michigan                                   38-2367843
------------------------------------------        ------------------------------
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                     Identification No.)

           620 Lesher Place
          Lansing, Michigan                                48912-1595
------------------------------------------        ------------------------------
(Address of Principal Executive Offices)                   (Zip Code)


                               NEOGEN CORPORATION
                         401 (k) RETIREMENT SAVINGS PLAN

--------------------------------------------------------------------------------
                            (Full title of the plan)

                                James L. Herbert
                               Neogen Corporation
                                620 Lesher Place
                          Lansing, Michigan 48912-1595
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (517) 372-9200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                        1

<PAGE>
<TABLE>
<CAPTION>

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

   Common Shares (1)          200,000 shares (2)            $13.125                2,625,000              241.50 (3)
----------------           -----------------         --------------           --------------        ------------

</TABLE>

(1)  $0.16 par value per share.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(3)  Calculated pursuant to Rule 457(h) solely for the purpose of computing the
     registration fee and based on the average of the high and low prices of the
     Common Shares, as quoted on The Nasdaq National Market on November 26,
     2002.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.                INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference in this
registration statement:

     1.   Annual Report on Form 10-K for the fiscal year ended May 31, 2002 as
          filed with the Securities and Exchange Commission pursuant to the
          Securities Exchange Act of 1934.

     2.   Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
          2002, as filed with the Securities and Exchange Commission pursuant to
          the Securities Exchange Act of 1934.

     3.   The description of the registrant's common shares included in the
          Prospectus dated October 22, 1996 included in the Registration
          Statement on Form S-2 (File no. 33-12193) effective October 22, 1996,
          as filed with the Securities and Exchange Commission pursuant to the
          Securities Act of 1933, under the caption "Description of Capital
          Stock" in the Prospectus.

     All documents subsequently filed pursuant to Sections 13(a) 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, before 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 part of
this registration statement from the date of filing of such documents.

                                        2

<PAGE>

ITEM 4.                    DESCRIPTION OF SECURITES.

           Not applicable.

ITEM 5.                    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.                    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Michigan Business Corporation Act permits Michigan corporations
to limit the personal liability of directors for breaches of their fiduciary
duties. The Articles of Incorporation of the registrant so limit the liability
of directors. The registrant's by laws also provide for indemnification of
directors and officers [to the greatest extent permitted by law].

           The Articles of Incorporation limit director liability for breaches
of fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct of a knowing
violation of laws, (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act, or (iv) any transaction from which the director derived any
improper personal benefit. These provisions, however, do no affect liability
under the Securities Act.

           The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred) for any action taken or any failure to take
any action as a director or officer, except for liability for specified acts.
The provisions of the Registrant's Bylaws relating to indemnification of
directors and officers [require the registrant to indemnify directors and
officers] to the fullest extent permitted by Michigan Law. The provisions of the
Michigan Business Corporation Act are broad enough to permit indemnification
with respect to liabilities arising under the Securities Act or the Michigan
Uniform Securities Act.

           In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $5,000,000 in coverage including
liabilities under the Securities Act.

ITEM 7.                    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.                    EXHIBITS.

           5.1             Internal Revenue Service Determination Letter as to
                           the Plan.

           23.1            Consent of Deloitte & Touche, LLP.

                                        3

<PAGE>

           23.2            Consent of BDO Seidman, LLP.

           24.1            Powers of Attorney (included after the signature of
                           the Registrant contained on page 6 of this
                           Registration Statement).

           99.1            Neogen Corporation 401 (k) Retirement Savings Plan.

ITEM 9.                    UNDERTAKINGS.

           (a)             The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                               sales are being made, a post-effective amendment
                               to this registration statement:

                                     (i)   To include any prospectus required by
                                     Section 10(a)(3) of the Securities Act of
                                     1933, unless the information required to be
                                     included in such post-effective amendment
                                     is contained in periodic reports filed with
                                     or furnished to the Commission by the
                                     registrant pursuant to Section 13 or 15(d)
                                     of the Securities Exchange Act and
                                     incorporated herein by reference;

                                     (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
                                     hereof) which, individually or in the
                                     aggregate, represent a fundamental change
                                     in the information set forth in this
                                     registration statement, unless the
                                     information required to be included in such
                                     post-effective amendment is contained in
                                     periodic reports filed with or furnished to
                                     the Commission by the registrant pursuant
                                     to Section 13 or 15(d) of the Securities
                                     Exchange Act and incorporated herein by
                                     reference;

                                     (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;

                           (2) That, for the purpose of determining any
                               liability under the Securities Act of 1933, each
                               such post-effective

                                        4

<PAGE>

                               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.

                           (4) 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
                               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.

                  (b) Insofar as indemnification for liabilities arising under
                  the Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the registrant pursuant to
                  the provisions of Item 6, 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.

                                   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 Lansing, State of Michigan, on December 2, 2002.

                                               NEOGEN CORPORATION


                                               By: /s/ JAMES L. HERBERT
                                               -----------------------------
                                                        James L. Herbert
                                                        Its:  President

                                        5

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of NEOGEN CORPORATION, a Michigan corporation (the "Registrant"),
hereby constitutes and appoints James L. Herbert and Richard R. Current and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
each with the power of substitution for him in any and all capacities, with full
power and authority in said attorneys-in-fact and agents and in any one or more
of them, to sign, execute and affix his seal thereto and file the proposed
registration statement on Form S-8 to be filed by the Registrant under the
Securities Act, pursuant to the Neogen Corporation 401 (k) Retirement Savings
Plan, and any of the documents relating to such registration statement; any and
all amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
an about the premises in order to effectuate the personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, 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 date indicated.

Signature                     Title                           Date
--------------------------    ----------------------------    ---------


/s/ JAMES L. HERBERT          President, Chief Executive      December 2, 2002
--------------------------    Officer, Director (Principal
James L. Herbert              Executive Officer)


/s/ RICHARD R. CURRENT        Vice President,                 December 2, 2002
--------------------------    Chief Financial Officer
Richard R. Current            (Principal Financial and
                              Accounting Officer)


/s/ JACK C. PARNELL           Chairman, Board of Directors    December 2, 2002
--------------------------
Jack C. Parnell

                                        6

<PAGE>

/s/ THOMAS H. REED              Secretary and Director          December 2, 2002
--------------------------
Thomas H. Reed


/s/ LON M. BOHANNON             Director                        December 2, 2002
--------------------------
Lon M. Bohannon


/s/ ROBERT M. BOOK              Director                        December 2, 2002
--------------------------
Robert M. Book


/s/ HERBERT D. DOAN             Director                        December 2, 2002
--------------------------
Herbert D. Doan


/s/ GORDON E. GUYER             Director                        December 2, 2002
--------------------------
Gordon E. Guyer


/s/ LEONARD E. HELLER           Director                        December 2, 2002
--------------------------
Leonard E. Heller


/s/ G. BRUCE PAPESH             Director                        December 2, 2002
--------------------------
G. Bruce Papesh

                                        7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18289}]
{"company-data": {"conformed-name": "NEOGEN CORP", "cik": "0000711377", "assigned-sic": "2835", "irs-number": "382367843", "state-of-incorporation": "MI", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101639", "film-number": "02848503"}, "business-address": {"street1": "620 LESHER PLACE", "city": "LANSING", "state": "MI", "zip": "48912", "phone": "5173729200"}, "mail-address": {"street2": "620 LESHER PLACE", "city": "LANSING", "state": "MI", "zip": "48912"}}
As filed with the Securities and Exchange Commission on ___________
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               NEOGEN CORPORATION

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

               Michigan                                   38-2367843
------------------------------------------        ------------------------------
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                     Identification No.)

           620 Lesher Place
          Lansing, Michigan                                48912-1595
------------------------------------------        ------------------------------
(Address of Principal Executive Offices)                   (Zip Code)

                               NEOGEN CORPORATION
                         401 (k) RETIREMENT SAVINGS PLAN

--------------------------------------------------------------------------------
                            (Full title of the plan)

                                James L. Herbert
                               Neogen Corporation
                                620 Lesher Place
                          Lansing, Michigan 48912-1595
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (517) 372-9200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                        1
Calculation of Registration Fee
---------------------------------------------------------------------------------------------------------------------
                                                                                    Proposed
                                                                                     Maximum
                                                             Proposed               Aggregate             Amount of
   Title of securities          Amount to be             Maximum Offering           Offering            Registration
    to be registered           Registered (1)             Price Per Share            Price                  Fee
---------------------------------------------------------------------------------------------------------------------
Common Shares (1)          200,000 shares (2)            $13.125                2,625,000              241.50 (3)
----------------           -----------------         --------------           --------------        ------------
(1)  $0.16 par value per share.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(3)  Calculated pursuant to Rule 457(h) solely for the purpose of computing the
     registration fee and based on the average of the high and low prices of the
     Common Shares, as quoted on The Nasdaq National Market on November 26,
     2002.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.                INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference in this
registration statement:

     1.   Annual Report on Form 10-K for the fiscal year ended May 31, 2002 as
          filed with the Securities and Exchange Commission pursuant to the
          Securities Exchange Act of 1934.

     2.   Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
          2002, as filed with the Securities and Exchange Commission pursuant to
          the Securities Exchange Act of 1934.

     3.   The description of the registrant's common shares included in the
          Prospectus dated October 22, 1996 included in the Registration
          Statement on Form S-2 (File no. 33-12193) effective October 22, 1996,
          as filed with the Securities and Exchange Commission pursuant to the
          Securities Act of 1933, under the caption "Description of Capital
          Stock" in the Prospectus.

     All documents subsequently filed pursuant to Sections 13(a) 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, before 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 part of
this registration statement from the date of filing of such documents.

                                        2
ITEM 4.                    DESCRIPTION OF SECURITES.

           Not applicable.

ITEM 5.                    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.                    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Michigan Business Corporation Act permits Michigan corporations
to limit the personal liability of directors for breaches of their fiduciary
duties. The Articles of Incorporation of the registrant so limit the liability
of directors. The registrant's by laws also provide for indemnification of
directors and officers [to the greatest extent permitted by law].

           The Articles of Incorporation limit director liability for breaches
of fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct of a knowing
violation of laws, (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act, or (iv) any transaction from which the director derived any
improper personal benefit. These provisions, however, do no affect liability
under the Securities Act.

           The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred) for any action taken or any failure to take
any action as a director or officer, except for liability for specified acts.
The provisions of the Registrant's Bylaws relating to indemnification of
directors and officers [require the registrant to indemnify directors and
officers] to the fullest extent permitted by Michigan Law. The provisions of the
Michigan Business Corporation Act are broad enough to permit indemnification
with respect to liabilities arising under the Securities Act or the Michigan
Uniform Securities Act.

           In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $5,000,000 in coverage including
liabilities under the Securities Act.

ITEM 7.                    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.                    EXHIBITS.

           5.1             Internal Revenue Service Determination Letter as to
                           the Plan.

           23.1            Consent of Deloitte & Touche, LLP.

                                        3
23.2            Consent of BDO Seidman, LLP.

           24.1            Powers of Attorney (included after the signature of
                           the Registrant contained on page 6 of this
                           Registration Statement).

           99.1            Neogen Corporation 401 (k) Retirement Savings Plan.

ITEM 9.                    UNDERTAKINGS.

           (a)             The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                               sales are being made, a post-effective amendment
                               to this registration statement:

                                     (i)   To include any prospectus required by
                                     Section 10(a)(3) of the Securities Act of
                                     1933, unless the information required to be
                                     included in such post-effective amendment
                                     is contained in periodic reports filed with
                                     or furnished to the Commission by the
                                     registrant pursuant to Section 13 or 15(d)
                                     of the Securities Exchange Act and
                                     incorporated herein by reference;

                                     (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
                                     hereof) which, individually or in the
                                     aggregate, represent a fundamental change
                                     in the information set forth in this
                                     registration statement, unless the
                                     information required to be included in such
                                     post-effective amendment is contained in
                                     periodic reports filed with or furnished to
                                     the Commission by the registrant pursuant
                                     to Section 13 or 15(d) of the Securities
                                     Exchange Act and incorporated herein by
                                     reference;

                                     (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;

                           (2) That, for the purpose of determining any
                               liability under the Securities Act of 1933, each
                               such post-effective

                                        4
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.

                           (4) 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
                               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.

                  (b) Insofar as indemnification for liabilities arising under
                  the Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the registrant pursuant to
                  the provisions of Item 6, 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.

                                   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 Lansing, State of Michigan, on December 2, 2002.

                                               NEOGEN CORPORATION

                                               By: /s/ JAMES L. HERBERT
                                               -----------------------------
                                                        James L. Herbert
                                                        Its:  President

                                        5
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of NEOGEN CORPORATION, a Michigan corporation (the "Registrant"),
hereby constitutes and appoints James L. Herbert and Richard R. Current and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
each with the power of substitution for him in any and all capacities, with full
power and authority in said attorneys-in-fact and agents and in any one or more
of them, to sign, execute and affix his seal thereto and file the proposed
registration statement on Form S-8 to be filed by the Registrant under the
Securities Act, pursuant to the Neogen Corporation 401 (k) Retirement Savings
Plan, and any of the documents relating to such registration statement; any and
all amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
an about the premises in order to effectuate the personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, 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 date indicated.

Signature                     Title                           Date
--------------------------    ----------------------------    ---------

/s/ JAMES L. HERBERT          President, Chief Executive      December 2, 2002
--------------------------    Officer, Director (Principal
James L. Herbert              Executive Officer)

/s/ RICHARD R. CURRENT        Vice President,                 December 2, 2002
--------------------------    Chief Financial Officer
Richard R. Current            (Principal Financial and
                              Accounting Officer)

/s/ JACK C. PARNELL           Chairman, Board of Directors    December 2, 2002
--------------------------
Jack C. Parnell

                                        6
/s/ THOMAS H. REED              Secretary and Director          December 2, 2002
--------------------------
Thomas H. Reed

/s/ LON M. BOHANNON             Director                        December 2, 2002
--------------------------
Lon M. Bohannon

/s/ ROBERT M. BOOK              Director                        December 2, 2002
--------------------------
Robert M. Book

/s/ HERBERT D. DOAN             Director                        December 2, 2002
--------------------------
Herbert D. Doan

/s/ GORDON E. GUYER             Director                        December 2, 2002
--------------------------
Gordon E. Guyer

/s/ LEONARD E. HELLER           Director                        December 2, 2002
--------------------------
Leonard E. Heller

/s/ G. BRUCE PAPESH             Director                        December 2, 2002
--------------------------
G. Bruce Papesh

                                        7