<PAGE>   1


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            --------------------
                                      
                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                           TEXAS                        76-0457803
             (State or other jurisdiction of         (I.R.S Employer
             incorporation or organization)         Identification No.)


               1250 WOOD BRANCH PARK DRIVE
                     HOUSTON, TEXAS                        77079
             (Address of Principal Executive             (Zip Code)
                        Offices)


                             EQUALNET HOLDING CORP.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

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

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

                                 With Copy to:

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

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
 Title of                       Proposed         Proposed 
securities         Amount        maximum          maximum            Amount of
  to be            to be      offering price  aggregate offering   registration 
registered       registered    per share (1)      price (1)            fee
- --------------------------------------------------------------------------------
 <S>              <C>              <C>             <C>                <C>  
Common Stock,  
$.01 par value    200,000 shares   $3.81           $762,000           $263.00
================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 and based
         upon the average of the high and low sales prices of a share of Common
         Stock as reported by the Nasdaq Stock Market on May 17, 1996.
================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents are hereby incorporated by reference in
this Registration Statement:

            1.      The Annual Report on Form 10-K of EqualNet Holding Corp., a
Texas corporation (the "Registrant"), for the fiscal year ended June 30, 1995;

            2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995;

            3.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995;

            4.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;

            5.      Current Report on Form 8-K, filed by the Registrant on May
10, 1996;

            6.      Amendment No. 1 to Current Report on Form 8-K on Form
8-K/A, filed by the Registrant on May 13, 1996;

            7.      The description of the Registrant's common stock, par value
$.01 per share ("Common Stock"), contained in a registration statement on Form
8-A (filed on February 2, 1995 (Registration number 1-5725)).

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.


ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.





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

            Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that a corporation may indemnify a person who was, is or is threatened
to be made a named defendant or respondent in a proceeding because the person
is or was a director or officer, provided that such director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's
best interests or (b) in all other cases, that his conduct was at least not
opposed to the corporation's best interests and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.  Subject to certain exceptions, a director or officer may not be
indemnified if the person is found liable to the corporation or if the person
is found liable on the basis that he improperly received a personal benefit.
Under Texas law, reasonable expenses incurred by a director or officer may be
paid or reimbursed by the corporation in advance of a final disposition of the
proceeding after the corporation receives a written affirmation by the director
or officer of his good faith belief that he has met the standard of conduct
necessary for indemnification and a written undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined that the
director or officer is not entitled to indemnification by the corporation.
Texas law requires a corporation to indemnify an officer or director against
reasonable expenses incurred in connection with a proceeding in which he is
named defendant or respondent because he is or was a director or officer if he
is wholly successful in defense of the proceeding.

            Texas law also permits a corporation to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
director or officer against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as such a person, whether
or not the corporation would have the power to indemnify him against that
liability under Article 2.02-1.

            The Company's Articles of Incorporation and Bylaws provide for the
indemnification of its officers and directors, and the advancement to them of
expenses in connection with proceedings and claims, to the fullest extent
permitted under the TBCA.  Such indemnification may be made even through
directors and officers would not otherwise be entitled to indemnification under
other provisions by the Company's Bylaws.  The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.





                                      II-2
<PAGE>   4
ITEM 8.     EXHIBITS.

            4.1     Articles of Incorporation of the Registrant, (incorporated
                    by reference to Exhibit No. 4.1 to the Registrant's
                    Registration Statement on Form S-1 filed on January 24,
                    1995).

            23.1    Consent of Ernst & Young LLP.

            24.1    Powers of Attorney from certain members of the Board of
                    Directors (contained on pages II-5 and II- 6).




ITEM 9.     UNDERTAKINGS.

            The undersigned Registrant hereby undertakes:

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

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

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

                    (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

            (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





                                      II-3
<PAGE>   5
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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





                                      II-4
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May 22,
1996.


                                        EqualNet Holding Corp.


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


                               POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Zane D.  Russell and Michael L. Hlinak,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and either of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or either of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                     Title                                   Date
               ---------                                     -----                                   ----
      <S>                                       <C>                                              <C>     
       /s/ Zane D. Russell                       Chairman of the Board, Chief                     May 22, 1996
 ------------------------------------           Executive Officer and Director                                  
            Zane D. Russell                      (principal executive officer)  
                                                                                
       /s/ Michael L. Hlinak                    Senior Vice President and Chief                   May 22, 1996
 ------------------------------------                  Financial Officer                                        
           Michael L. Hlinak                             and Director           
                                                 (principal financial officer)  
                                                                                

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

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

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





                                      II-5
<PAGE>   7
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
    Exhibit                                                                                                    
     Number                                             Description                                            
     ------                                             ------------                                           
      <S>        <C>                                                                                           
      4.1        Certificate of Incorporation of the Registrant, as amended (incorporated by reference
                 to Exhibit No. 4.1 to the Registrant's Registration Statement on Form S-1 filed on
                 January 24, 1995).

      23.1       Consent of Ernst & Young LLP.                                                                 

      24.1       Powers of Attorney from certain members of the Board of Directors (contained on pages
                 II-5 and II-6).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "EQUALNET HOLDING CORP. - FORM S-8", "secsgml_size_bytes": 18179}]
{"company-data": {"conformed-name": "EQUALNET HOLDING CORP", "cik": "0000936163", "assigned-sic": "4813", "irs-number": "760457803", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04485", "film-number": "96572166"}, "business-address": {"street1": "1250 WOOD BRANCH PARK DR", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "7135104600"}}
1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            --------------------
                                      
                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                           TEXAS                        76-0457803
             (State or other jurisdiction of         (I.R.S Employer
             incorporation or organization)         Identification No.)

               1250 WOOD BRANCH PARK DRIVE
                     HOUSTON, TEXAS                        77079
             (Address of Principal Executive             (Zip Code)
                        Offices)

                             EQUALNET HOLDING CORP.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

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

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

                                 With Copy to:

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

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

                        CALCULATION OF REGISTRATION FEE
================================================================================
 Title of                       Proposed         Proposed 
securities         Amount        maximum          maximum            Amount of
  to be            to be      offering price  aggregate offering   registration 
registered       registered    per share (1)      price (1)            fee
- --------------------------------------------------------------------------------
Common Stock,  
$.01 par value    200,000 shares   $3.81           $762,000           $263.00
================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 and based
         upon the average of the high and low sales prices of a share of Common
         Stock as reported by the Nasdaq Stock Market on May 17, 1996.
================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents are hereby incorporated by reference in
this Registration Statement:

            1.      The Annual Report on Form 10-K of EqualNet Holding Corp., a
Texas corporation (the "Registrant"), for the fiscal year ended June 30, 1995;

            2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995;

            3.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995;

            4.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;

            5.      Current Report on Form 8-K, filed by the Registrant on May
10, 1996;

            6.      Amendment No. 1 to Current Report on Form 8-K on Form
8-K/A, filed by the Registrant on May 13, 1996;

            7.      The description of the Registrant's common stock, par value
$.01 per share ("Common Stock"), contained in a registration statement on Form
8-A (filed on February 2, 1995 (Registration number 1-5725)).

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

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

            Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that a corporation may indemnify a person who was, is or is threatened
to be made a named defendant or respondent in a proceeding because the person
is or was a director or officer, provided that such director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's
best interests or (b) in all other cases, that his conduct was at least not
opposed to the corporation's best interests and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.  Subject to certain exceptions, a director or officer may not be
indemnified if the person is found liable to the corporation or if the person
is found liable on the basis that he improperly received a personal benefit.
Under Texas law, reasonable expenses incurred by a director or officer may be
paid or reimbursed by the corporation in advance of a final disposition of the
proceeding after the corporation receives a written affirmation by the director
or officer of his good faith belief that he has met the standard of conduct
necessary for indemnification and a written undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined that the
director or officer is not entitled to indemnification by the corporation.
Texas law requires a corporation to indemnify an officer or director against
reasonable expenses incurred in connection with a proceeding in which he is
named defendant or respondent because he is or was a director or officer if he
is wholly successful in defense of the proceeding.

            Texas law also permits a corporation to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
director or officer against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as such a person, whether
or not the corporation would have the power to indemnify him against that
liability under Article 2.02-1.

            The Company's Articles of Incorporation and Bylaws provide for the
indemnification of its officers and directors, and the advancement to them of
expenses in connection with proceedings and claims, to the fullest extent
permitted under the TBCA.  Such indemnification may be made even through
directors and officers would not otherwise be entitled to indemnification under
other provisions by the Company's Bylaws.  The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

                                      II-2
4
ITEM 8.     EXHIBITS.

            4.1     Articles of Incorporation of the Registrant, (incorporated
                    by reference to Exhibit No. 4.1 to the Registrant's
                    Registration Statement on Form S-1 filed on January 24,
                    1995).

            23.1    Consent of Ernst & Young LLP.

            24.1    Powers of Attorney from certain members of the Board of
                    Directors (contained on pages II-5 and II- 6).

ITEM 9.     UNDERTAKINGS.

            The undersigned Registrant hereby undertakes:

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

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

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

                    (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

            Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

            (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

                                      II-3
5
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May 22,
1996.

                                        EqualNet Holding Corp.

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

                               POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Zane D.  Russell and Michael L. Hlinak,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and either of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or either of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                     Title                                   Date
               ---------                                     -----                                   ----
/s/ Zane D. Russell                       Chairman of the Board, Chief                     May 22, 1996
 ------------------------------------           Executive Officer and Director                                  
            Zane D. Russell                      (principal executive officer)  
                                                                                
       /s/ Michael L. Hlinak                    Senior Vice President and Chief                   May 22, 1996
 ------------------------------------                  Financial Officer                                        
           Michael L. Hlinak                             and Director           
                                                 (principal financial officer)  
                                                                                

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

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

      /s/ Terry S. Parker                                  Director                               May 22, 1996
 ------------------------------------                                                                           
            Terry S. Parker
II-5
7
                                 EXHIBIT INDEX
Exhibit                                                                                                    
     Number                                             Description                                            
     ------                                             ------------
4.1        Certificate of Incorporation of the Registrant, as amended (incorporated by reference
                 to Exhibit No. 4.1 to the Registrant's Registration Statement on Form S-1 filed on
                 January 24, 1995).

      23.1       Consent of Ernst & Young LLP.                                                                 

      24.1       Powers of Attorney from certain members of the Board of Directors (contained on pages
                 II-5 and II-6).