<PAGE>   1
         ===========================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549  

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

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

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

                          LANDMARK SYSTEMS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

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

Virginia                                                     54-1221302
(State or Other Jurisdiction                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

               8000 Towers Crescent Drive, Vienna, Virginia 22180
                    (Address of Principal Executive Offices)

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

     LANDMARK SYSTEMS CORPORATION FIRST AMENDED AND RESTATED 1989 STOCK
     INCENTIVE PLAN, LANDMARK SYSTEMS CORPORATION 1992 STOCK INCENTIVE PLAN, 
     LANDMARK SYSTEMS CORPORATION 1994 STOCK INCENTIVE PLAN, LANDMARK SYSTEMS 
     CORPORATION 1991 EMPLOYEE STOCK PURCHASE PLAN AND LANDMARK SYSTEMS 
     CORPORATION 1996 ADVISORY BOARD AND DIRECTORS STOCK INCENTIVE PLAN

                           (Full Title of the Plans) 

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

                               Ralph E. Alexander
                                   President
                          Landmark Systems Corporation
                           8000 Towers Crescent Drive
                            Vienna, Virginia  22180
                    (Name and Address of Agent for Service)

                                 (703) 902-8000
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             Ellen A. Fredel, Esq.
                       Shaw, Pittman, Potts & Trowbridge
                              2300 N Street, N.W.
                            Washington, D.C.  20037
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 -------------------------------------------------------------------------------------------------------------
                                             Proposed Maximum      Proposed Maximum
 Title of Securities   Amount to be          Offering Price        Aggregate Offering    Amount of
 to be Registered      Registered (1)        Per Share (2)         Price (2)             Registration Fee
 -------------------------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                   <C>                   <C>
 Common Stock,         3,917,617 shares      $9.25                 $ 22,148,213.00       $6,535.00
 $.01 par value per
 share
 -------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plans by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the Registrant's outstanding shares of Common Stock. 
(2)  Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is based on
(i) for shares of stock currently outstanding, the price at which such shares
were issued; (ii) for options granted but not yet exercised, the price at which
such options may be exercised; and (iii) for options which have not yet been
granted, the average of the high and low sales prices of the Registrant's
Common Stock on February 10, 1998, as reported by the Nasdaq Stock Market
($9.25).





<PAGE>   2


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

        (a)   The Registration Statement on Form S-1 of Landmark Systems
Corporation (the "Registrant"), as filed with the Securities and Exchange
Commission (the "Commission") on September 15, 1997, together with all
amendments thereto (Registration Statement No.  333-35629);

        (b)   The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.

        In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby 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.

ITEM  6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 13.1-697 of the Virginia Stock Corporation Act ("VSCA"), as
amended, authorizes a corporation to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if such individual has conducted himself in good faith and if, in
the course of conduct in his official capacity, he believed that his conduct
was in the best interest of the corporation, and in all other cases, he
believed that his conduct was at least not opposed to the corporation's best
interest.  A corporation is also authorized to indemnify a director in the case
of any criminal proceeding if the director had no reasonable cause to believe
his conduct was unlawful.  The termination of the proceeding by judgment,
order, settlement or conviction is not, of itself, determinative that the
director did not meet the prescribed standard of conduct.  A corporation may
not indemnify a director in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation or
in connection with any other proceeding charging the





<PAGE>   3


director whether or not involving action in his official capacity in which the
director was adjudged liable on the basis that personal benefit was improperly
received by him.

        Section 13.1-698 and 13.1-702 of the VSCA provide that unless limited
by its articles of incorporation, a corporation shall indemnify each director,
officer, employee or agent who entirely prevails in the defense of any
proceeding to which he was a party because he is or was a director, officer,
employee or agent of the corporation against reasonable expenses incurred by
him in connection with the proceeding.

        Section 13.1-704(B) of the VSCA provides that any corporation shall
have the power to make any further indemnity, including indemnity with respect
to a proceeding by or in the right of the corporation, and to make additional
provisions for advances and reimbursement of expenses to any director, officer,
employee or resolution adopted, before by the articles of incorporation or by
any bylaw made by the shareholders or any resolution adopted, before or after
the event, by the shareholders except an indemnity against willful misconduct
or a knowing violation of criminal law.

        Article Ninth of the Registrant's Articles of Incorporation provides
for indemnification of officers and directors in the situations authorized by
the VSCA.

        The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers
against the cost of defense, settlement or payment of a judgment under certain
circumstances.

ITEM  7.   EXEMPTION FROM REGISTRATION CLAIMED.

        None.

ITEM  8.   EXHIBITS.

        Item Number as per Item 601 of Regulation S-K.

        5      Opinion of Shaw, Pittman, Potts & Trowbridge (including consent)
with respect to legality of the Common Stock registered hereunder (filed
herewith).

        23     Consent of Price Waterhouse LLP (filed herewith).

ITEM  9.   UNDERTAKINGS.

        (a)    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 (the "Securities Act");





                                     - 3 -
<PAGE>   4


                     (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
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the  Exchange
Act  that are incorporated by reference in the registration statement.

               (2)   That, for the purpose of determining any liability under
the Securities Act, 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)    The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.





                                     - 4 -
<PAGE>   5


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, and the Commonwealth of Virginia, on this
17th day of February, 1998.

                                      LANDMARK SYSTEMS CORPORATION
                                      a Virginia corporation
                                      (Registrant)
                                      
                                      
                                      By:  /s/   Ralph E. Alexander      
                                           -------------------------------------
                                           Ralph E. Alexander
                                           President




        Pursuant to the requirements of the Securities Act, 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/   Patrick H. McGettigan            Chairman of the Board of Directors           February 17, 1998
--------------------------------                                                                        
Patrick H. McGettigan


   /s/   Katherine K. Clark              Chief Executive Officer and Director          February 17, 1998
---------------------------------           (Principal Executive Officer)                               
Katherine K. Clark                                                       


                                         President, Chief Operating Officer,
                                         Chief Financial Officer, Treasurer,             
   /s/  Ralph E. Alexander                     Secretary and Director                  February 17, 1998
-------------------------------             (Principal Financial Officer)                              
Ralph E. Alexander                                                        


   /s/  Leslie J. Collins                      Vice President, Finance                 February 17, 1998
----------------------------------          (Principal Accounting Officer)                               
Leslie J. Collins                                                    
</TABLE>





                                     - 5 -
<PAGE>   6


<TABLE>
<CAPTION>
              Signature                                  Title                                Date
              ---------                                  -----                                ----
<S>                                                    <C>                             <C>
  /s/  Henry D. Barratt, Jr.                           Director                        February 17, 1998
------------------------------
Henry D. Barratt, Jr.                                  



  /s/ Jeffrey H. Bergman                               Director                        February 17, 1998
---------------------------                                                                             
Jeffrey H. Bergman


  /s/  T. Eugene Blanchard                             Director                        February 17, 1998
--------------------------                                                                              
T. Eugene Blanchard


  /s/  Patrick W. Gross                                Director                        February 17, 1998
---------------------------                                                                             
Patrick W. Gross
</TABLE>





                                     - 6 -
<PAGE>   7


                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
               Exhibit            
               Number                    Description
               ------                    -----------
               <S>                <C>
               5                  Opinion of Shaw, Pittman, Potts & Trowbridge (including
                                  consent) with respect to legality

               23                 Consent of Price Waterhouse LLP
</TABLE>




                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "LANDMARK SYSTEMS CORPORATION FORM S-8", "secsgml_size_bytes": 17197}]
{"company-data": {"conformed-name": "LANDMARK SYSTEMS CORP", "cik": "0000854418", "assigned-sic": "7372", "irs-number": "541221302", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46417", "film-number": "98542675"}, "business-address": {"street1": "8000 TOWERS CRESCENT DR", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7039028000"}, "mail-address": {"street1": "8000 TOWERS CERSCENT DR", "city": "VIENNA", "state": "VA", "zip": "22182"}}
1
         ===========================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549  

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

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

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

                          LANDMARK SYSTEMS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

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

Virginia                                                     54-1221302
(State or Other Jurisdiction                                 (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

               8000 Towers Crescent Drive, Vienna, Virginia 22180
                    (Address of Principal Executive Offices)

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

     LANDMARK SYSTEMS CORPORATION FIRST AMENDED AND RESTATED 1989 STOCK
     INCENTIVE PLAN, LANDMARK SYSTEMS CORPORATION 1992 STOCK INCENTIVE PLAN, 
     LANDMARK SYSTEMS CORPORATION 1994 STOCK INCENTIVE PLAN, LANDMARK SYSTEMS 
     CORPORATION 1991 EMPLOYEE STOCK PURCHASE PLAN AND LANDMARK SYSTEMS 
     CORPORATION 1996 ADVISORY BOARD AND DIRECTORS STOCK INCENTIVE PLAN

                           (Full Title of the Plans) 

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

                               Ralph E. Alexander
                                   President
                          Landmark Systems Corporation
                           8000 Towers Crescent Drive
                            Vienna, Virginia  22180
                    (Name and Address of Agent for Service)

                                 (703) 902-8000
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             Ellen A. Fredel, Esq.
                       Shaw, Pittman, Potts & Trowbridge
                              2300 N Street, N.W.
                            Washington, D.C.  20037
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                             Proposed Maximum      Proposed Maximum
 Title of Securities   Amount to be          Offering Price        Aggregate Offering    Amount of
 to be Registered      Registered (1)        Per Share (2)         Price (2)             Registration Fee
 -------------------------------------------------------------------------------------------------------------
Common Stock,         3,917,617 shares      $9.25                 $ 22,148,213.00       $6,535.00
 $.01 par value per
 share
 -------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plans by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the Registrant's outstanding shares of Common Stock. 
(2)  Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h), the calculation of the registration fee is based on
(i) for shares of stock currently outstanding, the price at which such shares
were issued; (ii) for options granted but not yet exercised, the price at which
such options may be exercised; and (iii) for options which have not yet been
granted, the average of the high and low sales prices of the Registrant's
Common Stock on February 10, 1998, as reported by the Nasdaq Stock Market
($9.25).
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

        (a)   The Registration Statement on Form S-1 of Landmark Systems
Corporation (the "Registrant"), as filed with the Securities and Exchange
Commission (the "Commission") on September 15, 1997, together with all
amendments thereto (Registration Statement No.  333-35629);

        (b)   The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.

        In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby 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.

ITEM  6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 13.1-697 of the Virginia Stock Corporation Act ("VSCA"), as
amended, authorizes a corporation to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if such individual has conducted himself in good faith and if, in
the course of conduct in his official capacity, he believed that his conduct
was in the best interest of the corporation, and in all other cases, he
believed that his conduct was at least not opposed to the corporation's best
interest.  A corporation is also authorized to indemnify a director in the case
of any criminal proceeding if the director had no reasonable cause to believe
his conduct was unlawful.  The termination of the proceeding by judgment,
order, settlement or conviction is not, of itself, determinative that the
director did not meet the prescribed standard of conduct.  A corporation may
not indemnify a director in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation or
in connection with any other proceeding charging the
3

director whether or not involving action in his official capacity in which the
director was adjudged liable on the basis that personal benefit was improperly
received by him.

        Section 13.1-698 and 13.1-702 of the VSCA provide that unless limited
by its articles of incorporation, a corporation shall indemnify each director,
officer, employee or agent who entirely prevails in the defense of any
proceeding to which he was a party because he is or was a director, officer,
employee or agent of the corporation against reasonable expenses incurred by
him in connection with the proceeding.

        Section 13.1-704(B) of the VSCA provides that any corporation shall
have the power to make any further indemnity, including indemnity with respect
to a proceeding by or in the right of the corporation, and to make additional
provisions for advances and reimbursement of expenses to any director, officer,
employee or resolution adopted, before by the articles of incorporation or by
any bylaw made by the shareholders or any resolution adopted, before or after
the event, by the shareholders except an indemnity against willful misconduct
or a knowing violation of criminal law.

        Article Ninth of the Registrant's Articles of Incorporation provides
for indemnification of officers and directors in the situations authorized by
the VSCA.

        The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers
against the cost of defense, settlement or payment of a judgment under certain
circumstances.

ITEM  7.   EXEMPTION FROM REGISTRATION CLAIMED.

        None.

ITEM  8.   EXHIBITS.

        Item Number as per Item 601 of Regulation S-K.

        5      Opinion of Shaw, Pittman, Potts & Trowbridge (including consent)
with respect to legality of the Common Stock registered hereunder (filed
herewith).

        23     Consent of Price Waterhouse LLP (filed herewith).

ITEM  9.   UNDERTAKINGS.

        (a)    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 (the "Securities Act");

                                     - 3 -
4

                     (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
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the  Exchange
Act  that are incorporated by reference in the registration statement.

               (2)   That, for the purpose of determining any liability under
the Securities Act, 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)    The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                     - 4 -
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, and the Commonwealth of Virginia, on this
17th day of February, 1998.

                                      LANDMARK SYSTEMS CORPORATION
                                      a Virginia corporation
                                      (Registrant)
                                      
                                      
                                      By:  /s/   Ralph E. Alexander      
                                           -------------------------------------
                                           Ralph E. Alexander
                                           President

        Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                  Title                                Date
              ---------                                  -----                                ----
/s/   Patrick H. McGettigan            Chairman of the Board of Directors           February 17, 1998
--------------------------------                                                                        
Patrick H. McGettigan

   /s/   Katherine K. Clark              Chief Executive Officer and Director          February 17, 1998
---------------------------------           (Principal Executive Officer)                               
Katherine K. Clark                                                       

                                         President, Chief Operating Officer,
                                         Chief Financial Officer, Treasurer,             
   /s/  Ralph E. Alexander                     Secretary and Director                  February 17, 1998
-------------------------------             (Principal Financial Officer)                              
Ralph E. Alexander                                                        

   /s/  Leslie J. Collins                      Vice President, Finance                 February 17, 1998
----------------------------------          (Principal Accounting Officer)                               
Leslie J. Collins
- 5 -
6
Signature                                  Title                                Date
              ---------                                  -----                                ----
/s/  Henry D. Barratt, Jr.                           Director                        February 17, 1998
------------------------------
Henry D. Barratt, Jr.                                  

  /s/ Jeffrey H. Bergman                               Director                        February 17, 1998
---------------------------                                                                             
Jeffrey H. Bergman

  /s/  T. Eugene Blanchard                             Director                        February 17, 1998
--------------------------                                                                              
T. Eugene Blanchard

  /s/  Patrick W. Gross                                Director                        February 17, 1998
---------------------------                                                                             
Patrick W. Gross
- 6 -
7

                                 EXHIBIT INDEX
Exhibit            
               Number                    Description
               ------                    -----------
5                  Opinion of Shaw, Pittman, Potts & Trowbridge (including
                                  consent) with respect to legality

               23                 Consent of Price Waterhouse LLP
- 7 -