<PAGE>   1

    As filed with the Securities and Exchange Commission on February 26, 1999
================================================================================
                                                     Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                         TELEBANC FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>
           Delaware                                   13-3759196
           --------                                   ----------
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)
</TABLE>

                           1111 North Highland Street
                         Arlington, Virginia 22201-2807
                    (Address of Principal Executive Offices)
                          ----------------------------
                         TeleBanc Financial Corporation
                            Special Stock Option Plan
                            (Full Title of the Plan)
                          ----------------------------
                             Arlen W. Gelbard, Esq.
                  Executive Vice President and General Counsel
                           1111 North Highland Street
                         Arlington, Virginia 22201-2807
                     (Name and Address of Agent for Service)

                                 (703) 247-3700
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)
                                   Copies to:
                              Ellen C. Grady, Esq.
                         Shaw Pittman Potts & Trowbridge
                             1501 Farm Credit Drive
                             McLean, Virginia 22102
                                 (703) 790-7900

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                Proposed Maximum       Proposed Maximum        Amount Of
Title Of Securities To      Amount To Be       Aggregate Offering     Aggregate Offering     Registration
    Be Registered            Registered          Price Per Share            Price                 Fee
---------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                    <C>                    <C>
Common Stock,
$.01 par value              60,000 shares          $4.438(1)              $266,280(1)            $74.03
per share                   -----------------------------------------------------------------------------

                            133,704 shares         $6.75(1)               $902,502(1)            $250.90
                            -----------------------------------------------------------------------------

                            48,402 shares          $1.3307(1)             $64,408(1)             $17.91
---------------------------------------------------------------------------------------------------------

Total                       242,106 shares                                                       $342.84
---------------------------------------------------------------------------------------------------------
</TABLE>


(1)    Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended.


                                       1
<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by this
reference and made a part hereof:

       (a)    The Annual Report on Form 10-K of TeleBanc Financial Corporation
              (the "Registrant") for the year ended December 31, 1998.

       (b)    The following reports filed pursuant to Section 13(a) or 15(d) of
              the Securities Exchange Act of 1934, as amended (the "Exchange
              Act") since the end of the fiscal year covered by the documents
              referred to in (a) above:

                None.

       (c)    The description of the Registrant's Common Stock under the section
              entitled "Description of Securities" contained in its Registration
              Statement on Form S-2 (Registration No. 333-52871) filed with the
              Commission and incorporated by reference into the Registrants'
              Registration Statement on Form 8-A filed with the Commission on
              July 1, 1998, to register the Common Stock of the Registrant under
              Section 12(g) of the Exchange Act.

       All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The Registrant's General Counsel has given the opinion upon the validity
of the Common Stock being registered under this S-8 Registration Statement. As
of the date of such opinion, the General Counsel was an officer and an employee
of the Registrant, owned 100 shares of Common Stock, and held options to
purchase 45,000 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation law (the "DGCL") provides
that a corporation may limit the liability of each director to the corporation
or its stockholders for monetary damages, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) in respect of certain unlawful
dividend


                                       2
<PAGE>   3


payments or stock redemption or repurchases; and (iv) for any transaction from
which the director derived an improper benefit. The Certificate of Incorporation
of the Registrant provides for the elimination and limitation of the personal
liability of directors of the Registrant for monetary damages to the fullest
extent permitted by the DGCL. Article Eight of the Registrant's Bylaws, entitled
"Indemnification," provides for indemnification of the Registrant's directors,
officers, employees and agents under certain circumstances.

       In addition, the Registrant's Certificate of Incorporation provides that
if the DGCL is amended to authorize the further elimination or limitation of a
director, then the liability of the directors of the Registrant shall be
eliminated or limited to the fullest extent permitted by the DGCL, as so
amended. The effect of this provision is to eliminate the right of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of the fiduciary duty of care as a director (including breaches resulting
from negligent or grossly negligent behavior) except in the situations described
in clauses (i) through (iv) above. The provision does not limit or eliminate the
rights of the Registrant or any stockholder to seek non-monetary relief such as
an injunction or recission in the event of a breach of a director's duty of
care. In addition, the Certificate of Incorporation provides that the Registrant
shall, to the fullest extent permitted by the DGCL, as amended from time to
time, indemnify each of its currently acting and former directors, officers,
employees and agents.

       The Registrant has also obtained officers' and directors' liability
insurance with respect to liabilities arising out of certain matters, including
matters arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
       Exhibit
       Number      Description of Exhibit
       ------      ----------------------
       <S>         <C>
       4.1         Amended and Restated Certificate of Incorporation of the
                   Registrant (incorporated by reference herein to Exhibit 3.1(a) of
                   Amendment No. 1 to the Registrant's Registration Statement on Form
                   S-2, dated June 22, 1998, File No. 333-52871).

       4.2         Specimen certificate evidencing shares of Common Stock of the
                   Registrant (incorporated by reference herein to Exhibit 4.1 to the
                   Registrant's Registration Statement on Form S-1, File No.
                   33-76930).

       5           Form of opinion of Arlen W. Gelbard, Esquire as to the legality of
                   the securities being registered (filed herewith).

       23.1        Consent of Arlen W. Gelbard, Esquire (filed herewith as part of
                   Exhibit 5).

       23.2        Consent of Arthur Andersen LLP (filed herewith).
</TABLE>


                                       3
<PAGE>   4


ITEM 9.  UNDERTAKINGS.

       (a)    Registrant hereby undertakes:

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

                     (i)    To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;

                     (ii)   To reflect in the prospectus any facts or events
                            arising after the effective date of the registration
                            statement (or the most recent post-effective
                            amendment there) which, individually or in the
                            aggregate, represents a fundamental change in the
                            information set forth in the registration statement;

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the registration statement or any material change to
                            such information in the registration statements;

              provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference 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)    To remove from registration by means of a post-effective
                     amendment any securities which remain unsold at the
                     termination of the offering.

       (b)    Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report filed pursuant to Section 13(a) or 15(d) (relating to employers
which have registered stock under the 1933 Act) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.


                                       4
<PAGE>   5


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






                                       5
<PAGE>   6


                                   SIGNATURES

       The Registrant. 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 county of Arlington, Virginia, on this 25th day of
February, 1999.


                                      TELEBANC FINANCIAL CORPORATION
                                      (Registrant)

                                      /s/ Mitchell H. Caplan
                                      ----------------------
                                      Mitchell H. Caplan
                                      Vice Chairman, Chief Executive Officer and
                                      President


       Pursuant to the requirements on 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/ Mithcell H. Caplan               Vice Chairman of the Board, Chief
----------------------------          Executive Officer and President           February 25, 1999
Mitchell H. Caplan                    (Principal Executive Officer)



 /s/ Sang Han                         Controller and Acting Chief Financial
----------------------------          Officer (Acting Principal Financial       February 25, 1999
Sang Han                              and Accounting Officer)



 /s/ David A. Smilow                  Chairman of the Board of Directors        February 25, 1999
----------------------------
David A. Smilow
</TABLE>


                                       6
<PAGE>   7


<TABLE>
<S>                                   <C>                                       <C>
 /s/ David DeCamp                     Director                                  February 25, 1999
----------------------------
David DeCamp



 /s/ Dean C. Kehler                   Director                                  February 25, 1999
----------------------------
Dean C. Kehler



 /s/ Marcia Myerberg                  Director                                  February 25, 1999
----------------------------
Marcia Myerberg



 /s/ Steven F. Piaker                 Director                                  February 25, 1999
----------------------------
Steven F. Piaker



 /s/ Mark Rollinson                   Director                                  February 25, 1999
----------------------------
Mark Rollinson
</TABLE>


                                       7
<PAGE>   8


                                 EXHIBITS INDEX

<TABLE>
<CAPTION>
       Exhibit
       Number      Description of Exhibit
       ------      ----------------------
<S>                <C>
       4.1         Amended and Restated Certificate of Incorporation of the
                   Registrant (incorporated by reference herein to Exhibit 3.1(a) of
                   the Registrant's Registration Statement on Form S-2, dated June
                   22, 1998, File No. 333-52871).

       4.2         Specimen certificate evidencing shares of Common Stock of the
                   Registrant (incorporated by reference herein to Exhibit 4.1 to the
                   Registrant's Registration Statement on Form S-1, dated March 25,
                   1994, File No. 33-76930).

       5           Opinion of Arlen W. Gelbard, Esquire as to the legality of the
                   securities being registered (filed herewith).

       23.1        Consent of Arlen W. Gelbard, Esquire (filed herewith as part of
                   Exhibit 5).

       23.2        Consent of Arthur Andersen LLP (filed herewith).
</TABLE>


                                      1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED 2/26/99", "secsgml_size_bytes": 18474}]
{"company-data": {"conformed-name": "TELEBANC FINANCIAL CORP", "cik": "0000920986", "assigned-sic": "6035", "irs-number": "133759196", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72993", "film-number": "99551535"}, "business-address": {"street1": "1111 N HIGHLAND STREET", "city": "ARLINGTON", "state": "VA", "zip": "22201", "phone": "7032473700"}, "mail-address": {"street1": "1111 NORTH HIGHLAND ST", "city": "ARLINGTON", "state": "VA", "zip": "22201"}}
1

    As filed with the Securities and Exchange Commission on February 26, 1999
================================================================================
                                                     Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                         TELEBANC FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)
Delaware                                   13-3759196
           --------                                   ----------
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)
1111 North Highland Street
                         Arlington, Virginia 22201-2807
                    (Address of Principal Executive Offices)
                          ----------------------------
                         TeleBanc Financial Corporation
                            Special Stock Option Plan
                            (Full Title of the Plan)
                          ----------------------------
                             Arlen W. Gelbard, Esq.
                  Executive Vice President and General Counsel
                           1111 North Highland Street
                         Arlington, Virginia 22201-2807
                     (Name and Address of Agent for Service)

                                 (703) 247-3700
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)
                                   Copies to:
                              Ellen C. Grady, Esq.
                         Shaw Pittman Potts & Trowbridge
                             1501 Farm Credit Drive
                             McLean, Virginia 22102
                                 (703) 790-7900

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
                                                Proposed Maximum       Proposed Maximum        Amount Of
Title Of Securities To      Amount To Be       Aggregate Offering     Aggregate Offering     Registration
    Be Registered            Registered          Price Per Share            Price                 Fee
---------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value              60,000 shares          $4.438(1)              $266,280(1)            $74.03
per share                   -----------------------------------------------------------------------------

                            133,704 shares         $6.75(1)               $902,502(1)            $250.90
                            -----------------------------------------------------------------------------

                            48,402 shares          $1.3307(1)             $64,408(1)             $17.91
---------------------------------------------------------------------------------------------------------

Total                       242,106 shares                                                       $342.84
---------------------------------------------------------------------------------------------------------
(1)    Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended.

                                       1
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by this
reference and made a part hereof:

       (a)    The Annual Report on Form 10-K of TeleBanc Financial Corporation
              (the "Registrant") for the year ended December 31, 1998.

       (b)    The following reports filed pursuant to Section 13(a) or 15(d) of
              the Securities Exchange Act of 1934, as amended (the "Exchange
              Act") since the end of the fiscal year covered by the documents
              referred to in (a) above:

                None.

       (c)    The description of the Registrant's Common Stock under the section
              entitled "Description of Securities" contained in its Registration
              Statement on Form S-2 (Registration No. 333-52871) filed with the
              Commission and incorporated by reference into the Registrants'
              Registration Statement on Form 8-A filed with the Commission on
              July 1, 1998, to register the Common Stock of the Registrant under
              Section 12(g) of the Exchange Act.

       All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       The Registrant's General Counsel has given the opinion upon the validity
of the Common Stock being registered under this S-8 Registration Statement. As
of the date of such opinion, the General Counsel was an officer and an employee
of the Registrant, owned 100 shares of Common Stock, and held options to
purchase 45,000 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 145 of the Delaware General Corporation law (the "DGCL") provides
that a corporation may limit the liability of each director to the corporation
or its stockholders for monetary damages, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) in respect of certain unlawful
dividend

                                       2
3

payments or stock redemption or repurchases; and (iv) for any transaction from
which the director derived an improper benefit. The Certificate of Incorporation
of the Registrant provides for the elimination and limitation of the personal
liability of directors of the Registrant for monetary damages to the fullest
extent permitted by the DGCL. Article Eight of the Registrant's Bylaws, entitled
"Indemnification," provides for indemnification of the Registrant's directors,
officers, employees and agents under certain circumstances.

       In addition, the Registrant's Certificate of Incorporation provides that
if the DGCL is amended to authorize the further elimination or limitation of a
director, then the liability of the directors of the Registrant shall be
eliminated or limited to the fullest extent permitted by the DGCL, as so
amended. The effect of this provision is to eliminate the right of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of the fiduciary duty of care as a director (including breaches resulting
from negligent or grossly negligent behavior) except in the situations described
in clauses (i) through (iv) above. The provision does not limit or eliminate the
rights of the Registrant or any stockholder to seek non-monetary relief such as
an injunction or recission in the event of a breach of a director's duty of
care. In addition, the Certificate of Incorporation provides that the Registrant
shall, to the fullest extent permitted by the DGCL, as amended from time to
time, indemnify each of its currently acting and former directors, officers,
employees and agents.

       The Registrant has also obtained officers' and directors' liability
insurance with respect to liabilities arising out of certain matters, including
matters arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
       Number      Description of Exhibit
       ------      ----------------------
4.1         Amended and Restated Certificate of Incorporation of the
                   Registrant (incorporated by reference herein to Exhibit 3.1(a) of
                   Amendment No. 1 to the Registrant's Registration Statement on Form
                   S-2, dated June 22, 1998, File No. 333-52871).

       4.2         Specimen certificate evidencing shares of Common Stock of the
                   Registrant (incorporated by reference herein to Exhibit 4.1 to the
                   Registrant's Registration Statement on Form S-1, File No.
                   33-76930).

       5           Form of opinion of Arlen W. Gelbard, Esquire as to the legality of
                   the securities being registered (filed herewith).

       23.1        Consent of Arlen W. Gelbard, Esquire (filed herewith as part of
                   Exhibit 5).

       23.2        Consent of Arthur Andersen LLP (filed herewith).
3
4

ITEM 9.  UNDERTAKINGS.

       (a)    Registrant hereby undertakes:

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

                     (i)    To include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;

                     (ii)   To reflect in the prospectus any facts or events
                            arising after the effective date of the registration
                            statement (or the most recent post-effective
                            amendment there) which, individually or in the
                            aggregate, represents a fundamental change in the
                            information set forth in the registration statement;

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the registration statement or any material change to
                            such information in the registration statements;

              provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference 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)    To remove from registration by means of a post-effective
                     amendment any securities which remain unsold at the
                     termination of the offering.

       (b)    Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report filed pursuant to Section 13(a) or 15(d) (relating to employers
which have registered stock under the 1933 Act) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.

                                       4
5

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

                                       5
6

                                   SIGNATURES

       The Registrant. 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 county of Arlington, Virginia, on this 25th day of
February, 1999.

                                      TELEBANC FINANCIAL CORPORATION
                                      (Registrant)

                                      /s/ Mitchell H. Caplan
                                      ----------------------
                                      Mitchell H. Caplan
                                      Vice Chairman, Chief Executive Officer and
                                      President

       Pursuant to the requirements on 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/ Mithcell H. Caplan               Vice Chairman of the Board, Chief
----------------------------          Executive Officer and President           February 25, 1999
Mitchell H. Caplan                    (Principal Executive Officer)

 /s/ Sang Han                         Controller and Acting Chief Financial
----------------------------          Officer (Acting Principal Financial       February 25, 1999
Sang Han                              and Accounting Officer)

 /s/ David A. Smilow                  Chairman of the Board of Directors        February 25, 1999
----------------------------
David A. Smilow
6
7
/s/ David DeCamp                     Director                                  February 25, 1999
----------------------------
David DeCamp

 /s/ Dean C. Kehler                   Director                                  February 25, 1999
----------------------------
Dean C. Kehler

 /s/ Marcia Myerberg                  Director                                  February 25, 1999
----------------------------
Marcia Myerberg

 /s/ Steven F. Piaker                 Director                                  February 25, 1999
----------------------------
Steven F. Piaker

 /s/ Mark Rollinson                   Director                                  February 25, 1999
----------------------------
Mark Rollinson
7
8

                                 EXHIBITS INDEX
Exhibit
       Number      Description of Exhibit
       ------      ----------------------
4.1         Amended and Restated Certificate of Incorporation of the
                   Registrant (incorporated by reference herein to Exhibit 3.1(a) of
                   the Registrant's Registration Statement on Form S-2, dated June
                   22, 1998, File No. 333-52871).

       4.2         Specimen certificate evidencing shares of Common Stock of the
                   Registrant (incorporated by reference herein to Exhibit 4.1 to the
                   Registrant's Registration Statement on Form S-1, dated March 25,
                   1994, File No. 33-76930).

       5           Opinion of Arlen W. Gelbard, Esquire as to the legality of the
                   securities being registered (filed herewith).

       23.1        Consent of Arlen W. Gelbard, Esquire (filed herewith as part of
                   Exhibit 5).

       23.2        Consent of Arthur Andersen LLP (filed herewith).
1