<PAGE>   1
                                                       Registration No._________
As Filed with the Securities and Exchange Commission on June 15, 1998
===============================================================================
                                    FORM S-8


            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GENICOM CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                      <C>
                DELAWARE                                                      51-0271821

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

     14800 CONFERENCE CENTER DRIVE
         SUITE 400, WESTFIELDS
          CHANTILLY, VIRGINIA                                                 20151-3820
(Address of principal executive offices)                                      (Zip Code)
</TABLE>

       GENICOM CORPORATION 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
       STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR DON E. ACKERMAN
                                      AND
         STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR JOHN G. HILL
                             (Full titles of Plans)

                            Paul T. Winn, President
                              Genicom Corporation
                         14800 Conference Center Drive
                             Suite 400, Westfields
                        Chantilly, Virginia  20151-3820
                    (Name and address of agent for service)

                                 (703) 802-9200
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                                   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 share (1)          price (1)             registration fee
---------------------------------------------------------------------------------------------------------------------------
   <S>                               <C>                  <C>                     <C>                       <C>
          Common Stock
      (Stock Option Plan)            70,000                $3.81                  $266,700                  $20.65
---------------------------------------------------------------------------------------------------------------------------

    Common Stock (Ackerman)          10,000               $3.125                  $31,250                    $2.95
---------------------------------------------------------------------------------------------------------------------------
          Common Stock
             (Hill)                  10,000               $7.875                  $78,750                    $2.95
---------------------------------------------------------------------------------------------------------------------------
   Rights to Purchase Common
             Stock                   90,000                 (2)
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.
Based on the closing price of the Common Stock in the over-the-counter market
on June 10, 1998.

(2)  The rights to Purchase Common Stock are attached to and trade with the
shares of the Common Stock.  Value attributable to such rights, if any, will be
reflected in the market price of the shares of Common Stock.
===============================================================================


<PAGE>   2
                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Genicom Corporation (the "Company") with the
U.S. Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

(a) the Company's Annual Report on Form 10-K for the fiscal year ended December
    28, 1997;

(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 29,
    1998;

(c) the description of the $0.01 par value common stock of the Company
    contained in the Company's Registration Statement on Form 8-A/A, filed on
    July 5, 1996, Commission File No. 0-14685;

(d) the description of the Rights to Purchase Common Stock of the Company
    contained in the Company's Registration Statement on Form 8-A, filed on
    July 5, 1996, Commission File No. 0-14685; and

(e) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act") since the end of the
    fiscal year covered by the Annual Report referred to in (a) above.

Each document or report subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a posteffective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part of this
Registration Statement from the date of the filing of such document with the
Commission.  Any statement contained in this Registration Statement or in a
document incorporated in this Registration Statement by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document
incorporated herein by reference which statement is also incorporated herein by
reference is inconsistent with such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Restated Certificate of Incorporation provides for mandatory
indemnification of its officers, directors, employees and agents against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred, to the maximum extent permitted
under the Delaware General Corporation Law (the "GCL").  Section 145 of the GCL
empowers a corporation, within certain limitations, to indemnify any person
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
suit or proceeding to which he is a party 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, as long as he acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation.  With respect to any criminal proceeding, he must have had no
reasonable cause to believe his conduct was unlawful.





                                       2
<PAGE>   3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

             Exhibit Number                      Description
             --------------                      -----------

                   4.1             Genicom Corporation's Restated Certificate
                                   of Incorporation effective as of June 15,
                                   1992 and its Certificate of Amendment to
                                   Certificate of Incorporation effective as of
                                   July 17, 1995 filed as Exhibits 3.1 and 3.2
                                   to Form 8-A filed with the Commission on
                                   July 5, 1996, Commission No. 0-14685, are
                                   incorporated herein by reference.



                   4.2             Genicom Corporation's Bylaws, dated June 1,
                                   1983, as amended January 23, 1989, filed as
                                   Exhibit 3.3 to Form 8-A filed with the
                                   Commission on July 5, 1996, Commission No.
                                   0-14685, are incorporated herein by
                                   reference.


                   4.3             Rights Agreement dated as of June 16, 1996
                                   between Genicom Corporation and First Union
                                   National Bank of North Carolina filed as
                                   Exhibit 4.1 to Form 8-A filed with the
                                   Commission on July 5, 1996, Commission No.
                                   0-14685, is incorporated herein by
                                   reference.


                    5              Opinion of McGuire, Woods, Battle & Boothe
                                   LLP with respect to the legality of the
                                   securities being registered (filed
                                   herewith).


                  23.1             Consent of McGuire, Woods, Battle & Boothe
                                   LLP (included in Exhibit 5).


                  23.2             Consent of Coopers & Lybrand L.L.P. (filed
                                   herewith).



                   24              Powers of attorney (filed herewith).


                  99.1             Genicom Corporation 1998 Non-Employee
                                   Directors Stock Option Plan, filed as
                                   Exhibit B to Genicom Corporation Proxy
                                   Statement for Annual Meeting held May 20,
                                   1998, is incorporated herein by reference.


                  99.2             Non-Statutory Stock Option Agreements with
                                   Non-Employee Directors Don E. Ackerman and
                                   John G. Hill (filed herewith).

ITEM 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         A.      To file, during any period in which offers or sales are being
                 made, a posteffective 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 posteffective 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 (1)(A)(i) and (1)(A)(ii) do not apply if the
information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed with the 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 the registration statement.





                                       3
<PAGE>   4
         B.      That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such posteffective 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.

         C.      To remove from registration by means of a posteffective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

2.       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.

3.       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.





                                       4
<PAGE>   5
                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Chantilly, County of Fairfax, Commonwealth of
Virginia, on June 15, 1998.

                                   GENICOM CORPORATION, Registrant


                                   By:    * Paul T. Winn
                                          -------------------------------------
                                          Paul T. Winn

                                          President and Chief Executive Officer


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

<TABLE>
<CAPTION>
 SIGNATURE                                                    TITLE                                      DATE
--------------------------------    -----------------------------------------------------------     --------------
 <S>                                <C>                                                             <C>
 * Don E. Ackerman                  Chairman of the Board of Directors
--------------------------------
 Don E. Ackerman                                                                                    June 15, 1998


 * Paul T. Winn                     President, Chief Executive Officer and Director
--------------------------------    (Principal Executive Officer)                                   June 15, 1998
 Paul T. Winn


 * John G. Hill                     Director
--------------------------------
 John G. Hill                                                                                       June 15, 1998

 /s/ James C. Gale                  Vice President and Chief Financial Officer (Principal
--------------------------------    Financial Officer)                                              June 15, 1998
 James C. Gale

</TABLE>




* By /s/ James C. Gale
     -----------------
         James C. Gale
         Attorney-in-Fact for the above-named persons.






                                       5
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{"company-data": {"conformed-name": "GENICOM CORP", "cik": "0000766738", "assigned-sic": "3577", "irs-number": "510271821", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56853", "film-number": "98648212"}, "business-address": {"street1": "14800 CONFERENCE CNTR DR", "street2": "STE 400 WESTFIELDS", "city": "CHANTILLY", "state": "VA", "zip": "22021-3806", "phone": "7038029200"}}
1
                                                       Registration No._________
As Filed with the Securities and Exchange Commission on June 15, 1998
===============================================================================
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GENICOM CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                                      51-0271821

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

     14800 CONFERENCE CENTER DRIVE
         SUITE 400, WESTFIELDS
          CHANTILLY, VIRGINIA                                                 20151-3820
(Address of principal executive offices)                                      (Zip Code)
GENICOM CORPORATION 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                      AND
       STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR DON E. ACKERMAN
                                      AND
         STOCK OPTION AGREEMENT WITH NON-EMPLOYEE DIRECTOR JOHN G. HILL
                             (Full titles of Plans)

                            Paul T. Winn, President
                              Genicom Corporation
                         14800 Conference Center Drive
                             Suite 400, Westfields
                        Chantilly, Virginia  20151-3820
                    (Name and address of agent for service)

                                 (703) 802-9200
         (Telephone number, including area code, of agent for service)
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 share (1)          price (1)             registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock
      (Stock Option Plan)            70,000                $3.81                  $266,700                  $20.65
---------------------------------------------------------------------------------------------------------------------------

    Common Stock (Ackerman)          10,000               $3.125                  $31,250                    $2.95
---------------------------------------------------------------------------------------------------------------------------
          Common Stock
             (Hill)                  10,000               $7.875                  $78,750                    $2.95
---------------------------------------------------------------------------------------------------------------------------
   Rights to Purchase Common
             Stock                   90,000                 (2)
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee.
Based on the closing price of the Common Stock in the over-the-counter market
on June 10, 1998.

(2)  The rights to Purchase Common Stock are attached to and trade with the
shares of the Common Stock.  Value attributable to such rights, if any, will be
reflected in the market price of the shares of Common Stock.
===============================================================================
2
                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Genicom Corporation (the "Company") with the
U.S. Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

(a) the Company's Annual Report on Form 10-K for the fiscal year ended December
    28, 1997;

(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 29,
    1998;

(c) the description of the $0.01 par value common stock of the Company
    contained in the Company's Registration Statement on Form 8-A/A, filed on
    July 5, 1996, Commission File No. 0-14685;

(d) the description of the Rights to Purchase Common Stock of the Company
    contained in the Company's Registration Statement on Form 8-A, filed on
    July 5, 1996, Commission File No. 0-14685; and

(e) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act") since the end of the
    fiscal year covered by the Annual Report referred to in (a) above.

Each document or report subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a posteffective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part of this
Registration Statement from the date of the filing of such document with the
Commission.  Any statement contained in this Registration Statement or in a
document incorporated in this Registration Statement by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document
incorporated herein by reference which statement is also incorporated herein by
reference is inconsistent with such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Restated Certificate of Incorporation provides for mandatory
indemnification of its officers, directors, employees and agents against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred, to the maximum extent permitted
under the Delaware General Corporation Law (the "GCL").  Section 145 of the GCL
empowers a corporation, within certain limitations, to indemnify any person
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
suit or proceeding to which he is a party 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, as long as he acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation.  With respect to any criminal proceeding, he must have had no
reasonable cause to believe his conduct was unlawful.

                                       2
3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

             Exhibit Number                      Description
             --------------                      -----------

                   4.1             Genicom Corporation's Restated Certificate
                                   of Incorporation effective as of June 15,
                                   1992 and its Certificate of Amendment to
                                   Certificate of Incorporation effective as of
                                   July 17, 1995 filed as Exhibits 3.1 and 3.2
                                   to Form 8-A filed with the Commission on
                                   July 5, 1996, Commission No. 0-14685, are
                                   incorporated herein by reference.

                   4.2             Genicom Corporation's Bylaws, dated June 1,
                                   1983, as amended January 23, 1989, filed as
                                   Exhibit 3.3 to Form 8-A filed with the
                                   Commission on July 5, 1996, Commission No.
                                   0-14685, are incorporated herein by
                                   reference.

                   4.3             Rights Agreement dated as of June 16, 1996
                                   between Genicom Corporation and First Union
                                   National Bank of North Carolina filed as
                                   Exhibit 4.1 to Form 8-A filed with the
                                   Commission on July 5, 1996, Commission No.
                                   0-14685, is incorporated herein by
                                   reference.

                    5              Opinion of McGuire, Woods, Battle & Boothe
                                   LLP with respect to the legality of the
                                   securities being registered (filed
                                   herewith).

                  23.1             Consent of McGuire, Woods, Battle & Boothe
                                   LLP (included in Exhibit 5).

                  23.2             Consent of Coopers & Lybrand L.L.P. (filed
                                   herewith).

                   24              Powers of attorney (filed herewith).

                  99.1             Genicom Corporation 1998 Non-Employee
                                   Directors Stock Option Plan, filed as
                                   Exhibit B to Genicom Corporation Proxy
                                   Statement for Annual Meeting held May 20,
                                   1998, is incorporated herein by reference.

                  99.2             Non-Statutory Stock Option Agreements with
                                   Non-Employee Directors Don E. Ackerman and
                                   John G. Hill (filed herewith).

ITEM 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         A.      To file, during any period in which offers or sales are being
                 made, a posteffective 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 posteffective 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 (1)(A)(i) and (1)(A)(ii) do not apply if the
information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed with the 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 the registration statement.

                                       3
4
         B.      That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such posteffective 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.

         C.      To remove from registration by means of a posteffective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

2.       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.

3.       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.

                                       4
5
                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Chantilly, County of Fairfax, Commonwealth of
Virginia, on June 15, 1998.

                                   GENICOM CORPORATION, Registrant

                                   By:    * Paul T. Winn
                                          -------------------------------------
                                          Paul T. Winn

                                          President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                                    TITLE                                      DATE
--------------------------------    -----------------------------------------------------------     --------------
* Don E. Ackerman                  Chairman of the Board of Directors
--------------------------------
 Don E. Ackerman                                                                                    June 15, 1998

 * Paul T. Winn                     President, Chief Executive Officer and Director
--------------------------------    (Principal Executive Officer)                                   June 15, 1998
 Paul T. Winn

 * John G. Hill                     Director
--------------------------------
 John G. Hill                                                                                       June 15, 1998

 /s/ James C. Gale                  Vice President and Chief Financial Officer (Principal
--------------------------------    Financial Officer)                                              June 15, 1998
 James C. Gale
* By /s/ James C. Gale
     -----------------
         James C. Gale
         Attorney-in-Fact for the above-named persons.

                                       5