<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                MPSI SYSTEMS INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      73-1064024
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

4343 SOUTH 118TH EAST AVENUE, TULSA, OKLAHOMA              74146
  (Address of Principal Executive Offices)               (Zip Code)

                                MPSI SYSTEMS INC.
                                 1998 STOCK PLAN
                                 (Name of Plan)

                                 JAMES C. AUTEN
                    VICE PRESIDENT (CHIEF FINANCIAL OFFICER)
                          4343 SOUTH 118TH EAST AVENUE
                              TULSA, OKLAHOMA 74146
                     (Name and address of agent for service)

                                 (918) 877-6774
          (Telephone number, including area code, of agent for service)






<PAGE>   2




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

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

                                                                                      PROPOSED
                                                             PROPOSED                  MAXIMUM
TITLE OF SECURITIES           AMOUNT TO BE                MAXIMUM OFFERING        AGGREGATE OFFERING        AMOUNT OF
 TO BE REGISTERED              REGISTERED                  PRICE PER UNIT                PRICE          REGISTRATION FEE

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

<S>                          <C>                         <C>                     <C>                    <C>
Common Stock,
Par Value
$0.05 per share                 250,000                          *                      $450,000              $119.00

</TABLE>

          *    ESTIMATED IN ACCORDANCE WITH RULE 457(C), SOLELY FOR THE PURPOSE
               OF CALCULATING THE REGISTRATION FEE. NONE OF THE SHARES HAVE BEEN
               AWARDED, AND THE SHARES ARE BEING REGISTERED BASED UPON THE
               AVERAGE OF THE HIGH AND LOW PRICE OF THE SHARES OF THAT CLASS ON
               THE NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED
               QUOTATION SYSTEM ON JANUARY 14, 2000, $1.80 PER SHARE ($450,000
               IN THE AGGREGATE).


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the MPSI Systems Inc. 1998 Stock
Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 Part II hereof) a prospectus (the
"Prospectus") that meets the requirements of Section 10(a) of the Securities
Act.



                                      -2-
<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by MPSI
Systems Inc. (the "Company" or the "Registrant") with the Commission are hereby
incorporated by reference in this Registration Statement:

         (a)   The Company's Annual Report on Form 10-K for the fiscal year
               ended September 30, 1999.

         (b)   The description of the common stock, par value $0.05 per share,
               of the Registrant contained in the Registrant's Registration
               Statement on Form 8-A (File No. 0-11527) filed with the
               Commission on January 30, 1984, and all amendments or reports
               filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
the "Incorporated Documents"). Any statement contained in the Incorporated
Documents, or deemed to be incorporated, by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.

         The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the Incorporated Documents, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference to
the information that is incorporated). Requests should be directed to Linda
Wells, Investor Relations, MPSI Systems Inc., 4343 South 118th East Avenue,
Tulsa, Oklahoma 74146, telephone number (918) 877-6774 or 800-727-6774.

         All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

ITEM 4. DESCRIPTION OF SECURITIES.

          Not applicable.



                                      -3-
<PAGE>   4

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS OR OFFICER.

         The Company is empowered by Section 145 of the General Corporation Law
of Delaware, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Company's Certificate of Incorporation and By-laws provide for
indemnification by the Company of its officers and directors to the fullest
extent permitted by the General Corporation Law of Delaware. In addition, the
Company has entered into indemnity agreements with certain of its officers and
directors providing for, among other things, the indemnification of and the
advancing of expenses to such individuals to the fullest extent permitted by
law.

         Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8. EXHIBITS.

         4.1   MPSI Systems Inc. 1998 Stock Plan.

        *4.2   Certificate of Incorporation of Registrant, as amended, filed as
               Exhibit 3.1 with the Company's Form 10-Q dated March 31, 1987,
               File No. 0-11527.

        *4.3   By-laws, as amended, filed as Exhibit 3.1 with the Company's Form
               10-Q dated June 30, 1987, File No. 0-11527.

        *4.4   Amendment to Certificate of Incorporation dated November 16, 1993
               to reflect a one-for-ten reverse stock split, filed as Exhibit
               3.4 with the Company's 1993 Form 10-K, File No. 0-11527.




                                      -4-
<PAGE>   5

         5     Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
               (Also contains consent of Hall, Estill, Hardwick, Gable, Golden &
               Nelson, P.C.)

         23.1  Consent of Ernst & Young LLP.

 *  Incorporated by reference.

ITEM 9. UNDERTAKINGS.

         (a)   The undersigned Registrant hereby undertakes:

               (1) To file, during any period which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any additional or changed material information on the
               plan of distribution.

               (2) That, for determining liability under the Securities Act,
               each such post-effective amendment shall be treated as a new
               registration statement of the securities offered therein, and the
               offering of such securities at that time shall be treated as the
               initial bona fide offering thereof; and

               (3) To file a post-effective amendment to remove from
               registration any of the securities that remain unsold at the
               termination of the offering.

         (b)   The undersigned Registrant hereby further undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         15(d) of the Exchange Act 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.

         (c)   Insofar as indemnification for liabilities under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liability (other than the
         payment by the Registrant of expenses incurred or paid by a director,
         officer or controlling person of the Registrant of expenses incurred or
         paid by a director, officer or controlling person in the successful
         defense or any action, suit or proceeding) is asserted by such
         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,
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 Tulsa, State of Oklahoma, on January 21, 2000.

                                        MPSI SYSTEMS INC.
                                        (Registrant)


                                        By:/s/RONALD G. HARPER
                                           -------------------------------------
                                           Ronald G. Harper, President,
                                           Chief Executive Officer, and Director

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities indicated and on
January 21, 2000.


/s/RONALD G. HARPER                        /s/JOSEPH C. MCNAY
--------------------------------------     -------------------------------------
Ronald G. Harper, President, Chief         Joseph C. McNay, Director
  Executive Officer, and Director


/s/JAMES C. AUTEN                          /s/JOHN J. MCQUEEN
--------------------------------------     -------------------------------------
James C. Auten, Vice President,            John J. McQueen, Director
  Chief Financial Officer, and
  Principal Accounting Officer


/s/JOHN C. BUMGARNER                       /s/BRYAN D. PORTO
--------------------------------------     -------------------------------------
John C. Bumgarner, Jr., Director           Bryan D. Porto, Director


/s/DAVID L. HUFF
--------------------------------------
David L. Huff, Director




                                      -6-
<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

REGULATION
S-K EXHIBIT
NUMBER         DESCRIPTION
-----------    -----------

<S>            <C>
   4.1         MPSI Systems Inc. 1998 Stock Plan.

  *4.2         Certificate of Incorporation of Registrant, as amended, filed as
               the same numbered exhibit with the Company's Form 10-Q dated
               March 31, 1987, File No. 0-11527.

  *4.3         By-laws, as amended, filed as Exhibit 3.1 with the Company's Form
               10-Q dated June 30, 1987, File No. 0-11527.

  *4.4         Amendment to Certificate of Incorporation dated November 16, 1993
               to reflect a one-for-ten reverse stock split, filed as Exhibit
               3.4 with the Company's 1993 Form 10-K, File No. 0-11527.

   5           Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
               (Also contains consent of Hall, Estill, Hardwick, Gable, Golden &
               Nelson, P.C.)

   23.1        Consent of Ernst & Young LLP.

</TABLE>


*        Incorporated by reference.



                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15432}]
{"company-data": {"conformed-name": "MPSI SYSTEMS INC", "cik": "0000714540", "assigned-sic": "7370", "irs-number": "731064024", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95149", "film-number": "510860"}, "business-address": {"street1": "4343 SOUTH 118TH EAST AVENUE", "city": "TULSA", "state": "OK", "zip": "74146", "phone": "(918)877-6774"}, "mail-address": {"street1": "4343 SOUTH 118TH EAST AVE", "city": "TULSA", "state": "OK", "zip": "74146"}, "former-company": {"former-conformed-name": "MPSI GROUP INC", "date-changed": "19831124"}}
1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                MPSI SYSTEMS INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      73-1064024
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

4343 SOUTH 118TH EAST AVENUE, TULSA, OKLAHOMA              74146
  (Address of Principal Executive Offices)               (Zip Code)

                                MPSI SYSTEMS INC.
                                 1998 STOCK PLAN
                                 (Name of Plan)

                                 JAMES C. AUTEN
                    VICE PRESIDENT (CHIEF FINANCIAL OFFICER)
                          4343 SOUTH 118TH EAST AVENUE
                              TULSA, OKLAHOMA 74146
                     (Name and address of agent for service)

                                 (918) 877-6774
          (Telephone number, including area code, of agent for service)
2

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------

                                                                                      PROPOSED
                                                             PROPOSED                  MAXIMUM
TITLE OF SECURITIES           AMOUNT TO BE                MAXIMUM OFFERING        AGGREGATE OFFERING        AMOUNT OF
 TO BE REGISTERED              REGISTERED                  PRICE PER UNIT                PRICE          REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------
Common Stock,
Par Value
$0.05 per share                 250,000                          *                      $450,000              $119.00
*    ESTIMATED IN ACCORDANCE WITH RULE 457(C), SOLELY FOR THE PURPOSE
               OF CALCULATING THE REGISTRATION FEE. NONE OF THE SHARES HAVE BEEN
               AWARDED, AND THE SHARES ARE BEING REGISTERED BASED UPON THE
               AVERAGE OF THE HIGH AND LOW PRICE OF THE SHARES OF THAT CLASS ON
               THE NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED
               QUOTATION SYSTEM ON JANUARY 14, 2000, $1.80 PER SHARE ($450,000
               IN THE AGGREGATE).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the MPSI Systems Inc. 1998 Stock
Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 Part II hereof) a prospectus (the
"Prospectus") that meets the requirements of Section 10(a) of the Securities
Act.

                                      -2-
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously or concurrently filed by MPSI
Systems Inc. (the "Company" or the "Registrant") with the Commission are hereby
incorporated by reference in this Registration Statement:

         (a)   The Company's Annual Report on Form 10-K for the fiscal year
               ended September 30, 1999.

         (b)   The description of the common stock, par value $0.05 per share,
               of the Registrant contained in the Registrant's Registration
               Statement on Form 8-A (File No. 0-11527) filed with the
               Commission on January 30, 1984, and all amendments or reports
               filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
the "Incorporated Documents"). Any statement contained in the Incorporated
Documents, or deemed to be incorporated, by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.

         The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the Incorporated Documents, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference to
the information that is incorporated). Requests should be directed to Linda
Wells, Investor Relations, MPSI Systems Inc., 4343 South 118th East Avenue,
Tulsa, Oklahoma 74146, telephone number (918) 877-6774 or 800-727-6774.

         All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

ITEM 4. DESCRIPTION OF SECURITIES.

          Not applicable.

                                      -3-
4

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS OR OFFICER.

         The Company is empowered by Section 145 of the General Corporation Law
of Delaware, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Company's Certificate of Incorporation and By-laws provide for
indemnification by the Company of its officers and directors to the fullest
extent permitted by the General Corporation Law of Delaware. In addition, the
Company has entered into indemnity agreements with certain of its officers and
directors providing for, among other things, the indemnification of and the
advancing of expenses to such individuals to the fullest extent permitted by
law.

         Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8. EXHIBITS.

         4.1   MPSI Systems Inc. 1998 Stock Plan.

        *4.2   Certificate of Incorporation of Registrant, as amended, filed as
               Exhibit 3.1 with the Company's Form 10-Q dated March 31, 1987,
               File No. 0-11527.

        *4.3   By-laws, as amended, filed as Exhibit 3.1 with the Company's Form
               10-Q dated June 30, 1987, File No. 0-11527.

        *4.4   Amendment to Certificate of Incorporation dated November 16, 1993
               to reflect a one-for-ten reverse stock split, filed as Exhibit
               3.4 with the Company's 1993 Form 10-K, File No. 0-11527.

                                      -4-
5

         5     Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
               (Also contains consent of Hall, Estill, Hardwick, Gable, Golden &
               Nelson, P.C.)

         23.1  Consent of Ernst & Young LLP.

 *  Incorporated by reference.

ITEM 9. UNDERTAKINGS.

         (a)   The undersigned Registrant hereby undertakes:

               (1) To file, during any period which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any additional or changed material information on the
               plan of distribution.

               (2) That, for determining liability under the Securities Act,
               each such post-effective amendment shall be treated as a new
               registration statement of the securities offered therein, and the
               offering of such securities at that time shall be treated as the
               initial bona fide offering thereof; and

               (3) To file a post-effective amendment to remove from
               registration any of the securities that remain unsold at the
               termination of the offering.

         (b)   The undersigned Registrant hereby further undertakes that, for
         purposes of determining any liability under the Securities Act, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         15(d) of the Exchange Act 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.

         (c)   Insofar as indemnification for liabilities under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liability (other than the
         payment by the Registrant of expenses incurred or paid by a director,
         officer or controlling person of the Registrant of expenses incurred or
         paid by a director, officer or controlling person in the successful
         defense or any action, suit or proceeding) is asserted by such
         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,
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 Tulsa, State of Oklahoma, on January 21, 2000.

                                        MPSI SYSTEMS INC.
                                        (Registrant)

                                        By:/s/RONALD G. HARPER
                                           -------------------------------------
                                           Ronald G. Harper, President,
                                           Chief Executive Officer, and Director

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities indicated and on
January 21, 2000.

/s/RONALD G. HARPER                        /s/JOSEPH C. MCNAY
--------------------------------------     -------------------------------------
Ronald G. Harper, President, Chief         Joseph C. McNay, Director
  Executive Officer, and Director

/s/JAMES C. AUTEN                          /s/JOHN J. MCQUEEN
--------------------------------------     -------------------------------------
James C. Auten, Vice President,            John J. McQueen, Director
  Chief Financial Officer, and
  Principal Accounting Officer

/s/JOHN C. BUMGARNER                       /s/BRYAN D. PORTO
--------------------------------------     -------------------------------------
John C. Bumgarner, Jr., Director           Bryan D. Porto, Director

/s/DAVID L. HUFF
--------------------------------------
David L. Huff, Director

                                      -6-
7

                                  EXHIBIT INDEX
REGULATION
S-K EXHIBIT
NUMBER         DESCRIPTION
-----------    -----------
4.1         MPSI Systems Inc. 1998 Stock Plan.

  *4.2         Certificate of Incorporation of Registrant, as amended, filed as
               the same numbered exhibit with the Company's Form 10-Q dated
               March 31, 1987, File No. 0-11527.

  *4.3         By-laws, as amended, filed as Exhibit 3.1 with the Company's Form
               10-Q dated June 30, 1987, File No. 0-11527.

  *4.4         Amendment to Certificate of Incorporation dated November 16, 1993
               to reflect a one-for-ten reverse stock split, filed as Exhibit
               3.4 with the Company's 1993 Form 10-K, File No. 0-11527.

   5           Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
               (Also contains consent of Hall, Estill, Hardwick, Gable, Golden &
               Nelson, P.C.)

   23.1        Consent of Ernst & Young LLP.
*        Incorporated by reference.

                                      -7-