<PAGE>
      As filed with the Securities and Exchange Commission on March 6, 2000
                     Registration Statement No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             HARRIS INTERACTIVE INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State or other Jurisdiction of Incorporation or Organization)

                                   16-1538028
                        (IRS Employer Identification No.)

                               135 Corporate Woods
                            Rochester, New York 14623
                    (Address of principal executive offices)

                            LONG-TERM INCENTIVE PLAN
                              (Full Title of Plan)

              Gordon S. Black, Chairman and Chief Executive Officer
                            Harris Interactive, Inc.
                               135 Corporate Woods
                            Rochester, New York 14623
                                 (716) 272-9020

(Name, address, including zip code, and telephone number ncluding area code,
of Agent for Service)

                                with a copy to:
                             Catherine A. King, Esq.
                            Harris Beach & Wilcox LLP
                              130 East Main Street
                            Rochester, New York 14604
                                 (716) 232-4440

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                              Proposed         Proposed
Title of                      Maximum          Maximum
Securities     Amount         Offering         Aggregate         Amount of
to be          to be          Price per        Offering          Registration
Registered     Registered(1)  Share(2)         Price(2)          Fee(2)
--------------------------------------------------------------------------------
<S>            <C>            <C>              <C>               <C>
Common
Stock          1,250,000      $11.41           $14,262,500       $3,765.30
--------------------------------------------------------------------------------
</TABLE>
(1)      The Registration Statement also includes an indeterminate number of
         additional shares that may become issuable as a result of terminated,
         expired or surrendered options to purchase Common Stock, or pursuant to
         the antidilution provisions of the Plan.

(2)      In accordance  with Rule 457(h)(1),  calculated on the basis of the
         high and low prices of the Registrant's Common Stock on the Nasdaq
         National Market System on March 3, 2000.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

         1. The Registrant's Prospectus dated December 6, 1999.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999.

         3. All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares 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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         4. The description of the common stock of the Registrant contained in
its Registration Statement on Form 8-A filed under the Securities Exchange Act
of 1934, which became effective as of December 6, 1999, including any
amendment(s) or report(s) filed for the purpose of updating such description.

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 provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and

                                        2
<PAGE>

reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person is made a party by
reason of such person being or having been a director, officer, employee or
agent of the Registrant. The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise. Article VIII of the Registrant's Bylaws
provides for indemnification by the Registrant of its directors, officers and
employees to the fullest extent permitted by the Delaware General Corporation
Law.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. Article X of the Registrant's Amended and Restated
Certificate of Incorporation provides for such limitation of liability.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:

                  4.1      Form of Amended and Restated Certificate of
                           Incorporation of the Registrant, defining the rights
                           of holders of its Common Stock (Incorporated by
                           reference from Registrant's Form S-1 dated September
                           17, 1999 (Registration No.: 333-87311)).

                  4.2      1999 Long-Term Incentive Plan (Incorporated by
                           reference from Registrant's Form S-1 dated September
                           17, 1999 (Registration No.: 333-87311)).

                  5.       Opinion of Harris Beach & Wilcox LLP.

                                        3
<PAGE>



                  23.1 Consent of PricewaterhouseCoopers LLP.

                  23.2 Consent of Harris Beach & Wilcox LLP (included in Exhibit
5).

ITEM 9.  UNDERTAKINGS

                  (a)      RULE  415 OFFERINGS.

                  The undersigned Registrant hereby undertakes:

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

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

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

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

PROVIDED, HOWEVER, that paragraphs (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new 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.

                                        4
<PAGE>



                  (b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                  (c) FILING OF REGISTRATION STATEMENT ON FORM S-8.

         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 provisions of the Registrant's charter, 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>



                                   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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on March
3, 2000.

                                             HARRIS INTERACTIVE INC.


                                             By: /S/ GORDON S. BLACK
                                                 ------------------------
                                                 Gordon S. Black, Chairman and
                                                 Chief Executive Officer

                                             By: /S/ BRUCE A. NEWMAN
                                                 ------------------------
                                                 Bruce A. Newman, Chief
                                                 Financial Officer (principal
                                                 financial officer)



                                        6

<PAGE>

      Each person whose signature appears below hereby constitutes and appoints
GORDON S. BLACK and BRUCE A. NEWMAN each of them, such person's true and lawful
attorney-in-fact and agent, with full powers of substitution, for such person
and in such person's name, place and stead, in any and all capacities, to sign
and to file any and all amendments, including post-effective amendments, to this
Registration Statement with the Securities and Exchange Commission, granting to
said attorney-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in connection therewith.

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

      SIGNATURE                          TITLE                    DATE

By: /S/ GORDON S. BLACK             Chairman of the            March 3, 2000
    -------------------------       Board and Chief
      Gordon S. Black               Executive Officer
                                   (principal executive
                                    officer)


By: /S/ DAVID H. CLEMM
-----------------------------       President, Chief           March 3, 2000
      David H. Clemm                Operating Officer, and
                                    Director


By: /S/ LEONARD R. BAYER            Director                   March 3, 2000
    ------------------------
      Leonard R. Bayer


By: /S/ THOMAS D. BERMAN            Director                   March 3, 2000
    ------------------------
      Thomas D. Berman


By: /S/ G. THOMAS CLARK             Director                   March 3, 2000
    ------------------------
      G. Thomas Clark


By: /S/ JAMES R. RIEDMAN            Director                   March 3, 2000
    ------------------------
      James R. Riedman


By: /S/ BENJAMIN D. ADDOMS          Director                   February 24, 2000
    ------------------------
      Benjamin D. Addoms


By: /S/ GRAHAM PHILLIPS             Director                   March 3, 2000
    ------------------------
      Graham Phillips

                                        7

<PAGE>


                                  EXHIBIT INDEX

4.1  Form of Amended and Restated Certificate of Incorporation of the
     Registrant, defining the rights of holders of its Common Stock
    (Incorporated by reference from Registrant's Form S-1 dated
     September 17, 1999 (Registration No.: 333-87311)).

4.2  1999 Long-Term Incentive Plan (Incorporated by reference from Registrant's
     Form S-1 dated September 17, 1999 (Registration No.: 333-87311)).

5.   Opinion of Harris Beach & Wilcox LLP.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Harris Beach & Wilcox LLP (included in Exhibit 5).


                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17076}]
{"company-data": {"conformed-name": "HARRIS INTERACTIVE INC", "cik": "0001094238", "assigned-sic": "8742", "irs-number": "161538028", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31778", "film-number": "561525"}, "business-address": {"street1": "135 CORPORATE WOODS", "city": "ROCHESTER", "state": "NY", "zip": "14623-1457", "phone": "7162728400"}}
As filed with the Securities and Exchange Commission on March 6, 2000
                     Registration Statement No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             HARRIS INTERACTIVE INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State or other Jurisdiction of Incorporation or Organization)

                                   16-1538028
                        (IRS Employer Identification No.)

                               135 Corporate Woods
                            Rochester, New York 14623
                    (Address of principal executive offices)

                            LONG-TERM INCENTIVE PLAN
                              (Full Title of Plan)

              Gordon S. Black, Chairman and Chief Executive Officer
                            Harris Interactive, Inc.
                               135 Corporate Woods
                            Rochester, New York 14623
                                 (716) 272-9020

(Name, address, including zip code, and telephone number ncluding area code,
of Agent for Service)

                                with a copy to:
                             Catherine A. King, Esq.
                            Harris Beach & Wilcox LLP
                              130 East Main Street
                            Rochester, New York 14604
                                 (716) 232-4440

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                              Proposed         Proposed
Title of                      Maximum          Maximum
Securities     Amount         Offering         Aggregate         Amount of
to be          to be          Price per        Offering          Registration
Registered     Registered(1)  Share(2)         Price(2)          Fee(2)
--------------------------------------------------------------------------------
Common
Stock          1,250,000      $11.41           $14,262,500       $3,765.30
--------------------------------------------------------------------------------
(1)      The Registration Statement also includes an indeterminate number of
         additional shares that may become issuable as a result of terminated,
         expired or surrendered options to purchase Common Stock, or pursuant to
         the antidilution provisions of the Plan.

(2)      In accordance  with Rule 457(h)(1),  calculated on the basis of the
         high and low prices of the Registrant's Common Stock on the Nasdaq
         National Market System on March 3, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

         1. The Registrant's Prospectus dated December 6, 1999.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999.

         3. All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares 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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

         4. The description of the common stock of the Registrant contained in
its Registration Statement on Form 8-A filed under the Securities Exchange Act
of 1934, which became effective as of December 6, 1999, including any
amendment(s) or report(s) filed for the purpose of updating such description.

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 provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and

                                        2
reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person is made a party by
reason of such person being or having been a director, officer, employee or
agent of the Registrant. The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise. Article VIII of the Registrant's Bylaws
provides for indemnification by the Registrant of its directors, officers and
employees to the fullest extent permitted by the Delaware General Corporation
Law.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. Article X of the Registrant's Amended and Restated
Certificate of Incorporation provides for such limitation of liability.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:

                  4.1      Form of Amended and Restated Certificate of
                           Incorporation of the Registrant, defining the rights
                           of holders of its Common Stock (Incorporated by
                           reference from Registrant's Form S-1 dated September
                           17, 1999 (Registration No.: 333-87311)).

                  4.2      1999 Long-Term Incentive Plan (Incorporated by
                           reference from Registrant's Form S-1 dated September
                           17, 1999 (Registration No.: 333-87311)).

                  5.       Opinion of Harris Beach & Wilcox LLP.

                                        3
23.1 Consent of PricewaterhouseCoopers LLP.

                  23.2 Consent of Harris Beach & Wilcox LLP (included in Exhibit
5).

ITEM 9.  UNDERTAKINGS

                  (a)      RULE  415 OFFERINGS.

                  The undersigned Registrant hereby undertakes:

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

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

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

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

PROVIDED, HOWEVER, that paragraphs (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new 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.

                                        4
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                  (c) FILING OF REGISTRATION STATEMENT ON FORM S-8.

         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 provisions of the Registrant's charter, 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
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on March
3, 2000.

                                             HARRIS INTERACTIVE INC.

                                             By: /S/ GORDON S. BLACK
                                                 ------------------------
                                                 Gordon S. Black, Chairman and
                                                 Chief Executive Officer

                                             By: /S/ BRUCE A. NEWMAN
                                                 ------------------------
                                                 Bruce A. Newman, Chief
                                                 Financial Officer (principal
                                                 financial officer)

                                        6
Each person whose signature appears below hereby constitutes and appoints
GORDON S. BLACK and BRUCE A. NEWMAN each of them, such person's true and lawful
attorney-in-fact and agent, with full powers of substitution, for such person
and in such person's name, place and stead, in any and all capacities, to sign
and to file any and all amendments, including post-effective amendments, to this
Registration Statement with the Securities and Exchange Commission, granting to
said attorney-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in connection therewith.

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

      SIGNATURE                          TITLE                    DATE

By: /S/ GORDON S. BLACK             Chairman of the            March 3, 2000
    -------------------------       Board and Chief
      Gordon S. Black               Executive Officer
                                   (principal executive
                                    officer)

By: /S/ DAVID H. CLEMM
-----------------------------       President, Chief           March 3, 2000
      David H. Clemm                Operating Officer, and
                                    Director

By: /S/ LEONARD R. BAYER            Director                   March 3, 2000
    ------------------------
      Leonard R. Bayer

By: /S/ THOMAS D. BERMAN            Director                   March 3, 2000
    ------------------------
      Thomas D. Berman

By: /S/ G. THOMAS CLARK             Director                   March 3, 2000
    ------------------------
      G. Thomas Clark

By: /S/ JAMES R. RIEDMAN            Director                   March 3, 2000
    ------------------------
      James R. Riedman

By: /S/ BENJAMIN D. ADDOMS          Director                   February 24, 2000
    ------------------------
      Benjamin D. Addoms

By: /S/ GRAHAM PHILLIPS             Director                   March 3, 2000
    ------------------------
      Graham Phillips

                                        7
EXHIBIT INDEX

4.1  Form of Amended and Restated Certificate of Incorporation of the
     Registrant, defining the rights of holders of its Common Stock
    (Incorporated by reference from Registrant's Form S-1 dated
     September 17, 1999 (Registration No.: 333-87311)).

4.2  1999 Long-Term Incentive Plan (Incorporated by reference from Registrant's
     Form S-1 dated September 17, 1999 (Registration No.: 333-87311)).

5.   Opinion of Harris Beach & Wilcox LLP.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Harris Beach & Wilcox LLP (included in Exhibit 5).

                                        8