<PAGE>   1


   As filed with the Securities and Exchange Commission on February 1, 1996.

                                                     Registration  No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


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


                            STRIKER INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                             <C>
                      Delaware                               84-0834953
(State or other jurisdiction of incorporation   (I.R.S.Employer Identification Number)
                     or organization)
</TABLE>

                            One Riverway, Suite 2450
                              Houston, Texas 77056
                                 (713) 622-4092
  (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

    STRIKER INDUSTRIES, INC. 1994 AMENDED AND RESTATED INCENTIVE STOCK PLAN
                              (Full Title of Plan)

                                David A. Collins
                            Striker Industries, Inc.
                            One Riverway, Suite 2450
                              Houston, Texas 77056
                                 (713) 622-4092
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:
                            PORTER & HEDGES, L.L.P.
                           700 Louisiana, Suite 3500
                             Houston, Texas  77002
                             Attn:  Samuel N. Allen
                                 (713) 226-0600

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                          Proposed Maximum
                                                              Offering           Proposed         Amount of
                                           Amount to be      Price Per       Maximum Aggregate   Registration
  Title of  Securities to be Registered   registered (1)      Share (2)     Offering Price (2)     Fee (2)
-------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>              <C>               <C>
Common Stock, par value $.20 per share      4,000,000          $5.9063          $23,625,200       $8,146.63
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, includes an indeterminate number of additional shares
    that may be issued as a result of anti-dilution provisions of the 1994 
    Amended and Restated Incentive Stock Plan.


<PAGE>   2

(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
    the average of the high and low prices reported on the Nasdaq Stock
    Market's Small-Cap Market on January 26, 1996.  Pursuant to Rule 457(h),
    the registration fee is calculated with respect to the maximum number of the
    registrant's securities issuable under the Plan.





                                       2
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The contents of the following documents filed by Striker Industries,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
("Registration Statement") by reference:

         (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1994;

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Securities Exchange Act of 1934, as amended (the "Exchange
                 Act"), since December 31, 1994, specifically including the
                 Company's Quarterly Reports on Form 10-QSB for the fiscal
                 quarters ended March 31, 1995, June 30, 1995, and September
                 30, 1995 and the Company's Current Reports on Form 8-K dated
                 May 18, 1995 and December 6, 1995; and

         (c)     The description of the Company's common stock (the "Common
                 Stock"), set forth under the caption "Capital Stock to be
                 Registered" in the Company's registration statement on Form
                 8-A dated December 31, 1981.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement 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 such
documents.  The Company will provide, without charge, each participant in the
Company's 1994 Amended and Restated Incentive Stock Plan (the "Incentive
Plan"), on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's 




                                      3

<PAGE>   4


fees, actually and reasonably incurred in connection with the defense or
settlement of such action, and the corporation may not indemnify for amounts
paid in satisfaction of a judgment or in settlement of the claim.  In any such
action, no indemnification may be paid in respect of any claim, issue or matter
as to  which such person shall have been adjudged liable to the corporation
except as otherwise approved by the Delaware Court of Chancery or the court in
which the claim was brought.  In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with such other proceeding, as
well as to expenses.
        
         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation.  The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.

         The Company's Bylaws require the Company to indemnify the Company's
directors to the same extent  as Section 145 of the Delaware General
Corporation Law.  The Company's Amended Certificate of Incorporation limits the
personal liability of a director to the corporation or its stockholders to
damages for breach of the director's fiduciary duty to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended..

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

                                         
<TABLE>
<CAPTION>
Exhibit                                                      Description
-------                                                      -----------
  <S>                <C>
  4.1                Specimen certificate for shares of the Company's common stock, par value $0.20 per        
                     share.
 
  4.2                The Company's 1994 Amended and Restated Incentive Stock Plan.  Exhibit A to the 
                     Company's Proxy Statement dated April 30, 1995 (the "Proxy"), is incorporated herein by 
                     reference.

  5.1                Opinion of Robert I. Beck, Esq.

  23.1               Consent of Robert I. Beck, Esq. (included in Exhibit 5.1).

  23.2               Consent of Arthur Andersen LLP.
</TABLE>




Item 9.  Undertakings.

         A.      Undertaking to Update

         The undersigned registrant hereby undertakes:




                                      4
<PAGE>   5

                 (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
                          thereof) which, individually or in the aggregate, 
                          represent 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 statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(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
         by the registrant pursuant to Section 13 or Section 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 of the securities being registered which remain unsold
         at the termination of the offering.

         B.      Undertaking With Respect to Documents Incorporated by
Reference

         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 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.      Undertaking With Respect to Indemnification

         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

         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 the 30th day of
January 1996.


                                      STRIKER INDUSTRIES, INC.


                                      By:  /s/ DAVID A. COLLINS              
                                          -------------------------------------
                                           David A. Collins
                                           President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of January 1996.

<TABLE>
<CAPTION>
                   SIGNATURE                                               TITLE
                   ---------                                               -----
             <S>                                        <C>
             /s/ DAVID A. COLLINS                                   Director, President
       ---------------------------------                       and Chief Executive Officer  
                David A. Collins                               (Principal Executive Officer)
                                                                                            


               /s/ MATTHEW D. POND                          Chief Financial Officer (Principal
          ----------------------------                  Financial and Accounting Officer), Director
                 Matthew D. Pond                                                                   
</TABLE>


                                       6
<PAGE>   7
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                   Sequentially
                                                                                                      Numbered
  Exhibit                                        Description                                           Page
  -------                                        -----------                                           ----
   <S>        <C>                                                                                  <C>
    4.1       Specimen certificate for shares of the Company's common stock, par value $0.20
              per share.

    4.2       The Company's 1994 Amended and Restated Incentive Stock Plan.  Exhibit A to the
              Company's Proxy Statement dated April 30, 1995 is incorporated herein by
              reference.

    5.1       Opinion of Robert I. Beck, Esq.


   23.1       Consent of Robert I. Beck, Esq. (included in Exhibit 5.1).

   23.2       Consent of Arthur Andersen LLP.
</TABLE>


                                       7
[{"type": "S-8", "sequence": "1", "description": "STRIKER INDUSTRIES, INC. - FORM S-8", "secsgml_size_bytes": 17223}]
{"company-data": {"conformed-name": "STRIKER INDUSTRIES INC", "cik": "0000352944", "assigned-sic": "2621", "irs-number": "840834953", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00633", "film-number": "96510101"}, "business-address": {"street1": "ONE RIVERWAY SUITE 2450", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136224092"}, "mail-address": {"street1": "ONE RIVERWAY", "street2": "STE 2450", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": {"former-conformed-name": "STRIKER PETROLEUM CORP", "date-changed": "19920703"}}
1

   As filed with the Securities and Exchange Commission on February 1, 1996.

                                                     Registration  No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                            STRIKER INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
Delaware                               84-0834953
(State or other jurisdiction of incorporation   (I.R.S.Employer Identification Number)
                     or organization)
One Riverway, Suite 2450
                              Houston, Texas 77056
                                 (713) 622-4092
  (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

    STRIKER INDUSTRIES, INC. 1994 AMENDED AND RESTATED INCENTIVE STOCK PLAN
                              (Full Title of Plan)

                                David A. Collins
                            Striker Industries, Inc.
                            One Riverway, Suite 2450
                              Houston, Texas 77056
                                 (713) 622-4092
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:
                            PORTER & HEDGES, L.L.P.
                           700 Louisiana, Suite 3500
                             Houston, Texas  77002
                             Attn:  Samuel N. Allen
                                 (713) 226-0600

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                          Proposed Maximum
                                                              Offering           Proposed         Amount of
                                           Amount to be      Price Per       Maximum Aggregate   Registration
  Title of  Securities to be Registered   registered (1)      Share (2)     Offering Price (2)     Fee (2)
-------------------------------------------------------------------------------------------------------------
Common Stock, par value $.20 per share      4,000,000          $5.9063          $23,625,200       $8,146.63
-------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, includes an indeterminate number of additional shares
    that may be issued as a result of anti-dilution provisions of the 1994 
    Amended and Restated Incentive Stock Plan.
2

(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
    the average of the high and low prices reported on the Nasdaq Stock
    Market's Small-Cap Market on January 26, 1996.  Pursuant to Rule 457(h),
    the registration fee is calculated with respect to the maximum number of the
    registrant's securities issuable under the Plan.

                                       2
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The contents of the following documents filed by Striker Industries,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
("Registration Statement") by reference:

         (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1994;

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Securities Exchange Act of 1934, as amended (the "Exchange
                 Act"), since December 31, 1994, specifically including the
                 Company's Quarterly Reports on Form 10-QSB for the fiscal
                 quarters ended March 31, 1995, June 30, 1995, and September
                 30, 1995 and the Company's Current Reports on Form 8-K dated
                 May 18, 1995 and December 6, 1995; and

         (c)     The description of the Company's common stock (the "Common
                 Stock"), set forth under the caption "Capital Stock to be
                 Registered" in the Company's registration statement on Form
                 8-A dated December 31, 1981.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement 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 such
documents.  The Company will provide, without charge, each participant in the
Company's 1994 Amended and Restated Incentive Stock Plan (the "Incentive
Plan"), on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's 

                                      3
4

fees, actually and reasonably incurred in connection with the defense or
settlement of such action, and the corporation may not indemnify for amounts
paid in satisfaction of a judgment or in settlement of the claim.  In any such
action, no indemnification may be paid in respect of any claim, issue or matter
as to  which such person shall have been adjudged liable to the corporation
except as otherwise approved by the Delaware Court of Chancery or the court in
which the claim was brought.  In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with such other proceeding, as
well as to expenses.
        
         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation.  The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.

         The Company's Bylaws require the Company to indemnify the Company's
directors to the same extent  as Section 145 of the Delaware General
Corporation Law.  The Company's Amended Certificate of Incorporation limits the
personal liability of a director to the corporation or its stockholders to
damages for breach of the director's fiduciary duty to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended..

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit                                                      Description
-------                                                      -----------
4.1                Specimen certificate for shares of the Company's common stock, par value $0.20 per        
                     share.
 
  4.2                The Company's 1994 Amended and Restated Incentive Stock Plan.  Exhibit A to the 
                     Company's Proxy Statement dated April 30, 1995 (the "Proxy"), is incorporated herein by 
                     reference.

  5.1                Opinion of Robert I. Beck, Esq.

  23.1               Consent of Robert I. Beck, Esq. (included in Exhibit 5.1).

  23.2               Consent of Arthur Andersen LLP.
Item 9.  Undertakings.

         A.      Undertaking to Update

         The undersigned registrant hereby undertakes:

                                      4
5

                 (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
                          thereof) which, individually or in the aggregate, 
                          represent 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 statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(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
         by the registrant pursuant to Section 13 or Section 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 of the securities being registered which remain unsold
         at the termination of the offering.

         B.      Undertaking With Respect to Documents Incorporated by
Reference

         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 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.      Undertaking With Respect to Indemnification

         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

         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 the 30th day of
January 1996.

                                      STRIKER INDUSTRIES, INC.

                                      By:  /s/ DAVID A. COLLINS              
                                          -------------------------------------
                                           David A. Collins
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of January 1996.
SIGNATURE                                               TITLE
                   ---------                                               -----
/s/ DAVID A. COLLINS                                   Director, President
       ---------------------------------                       and Chief Executive Officer  
                David A. Collins                               (Principal Executive Officer)
                                                                                            

               /s/ MATTHEW D. POND                          Chief Financial Officer (Principal
          ----------------------------                  Financial and Accounting Officer), Director
                 Matthew D. Pond
6
7
                               INDEX TO EXHIBITS
Sequentially
                                                                                                      Numbered
  Exhibit                                        Description                                           Page
  -------                                        -----------                                           ----
4.1       Specimen certificate for shares of the Company's common stock, par value $0.20
              per share.

    4.2       The Company's 1994 Amended and Restated Incentive Stock Plan.  Exhibit A to the
              Company's Proxy Statement dated April 30, 1995 is incorporated herein by
              reference.

    5.1       Opinion of Robert I. Beck, Esq.

   23.1       Consent of Robert I. Beck, Esq. (included in Exhibit 5.1).

   23.2       Consent of Arthur Andersen LLP.
7