As filed with the Securities and Exchange
Commission on October 8, 1997                       Registration No. 333-____
______________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
                      ______________________

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

                       HURCO COMPANIES, INC.
      (Exact name of registrant as specified in its charter)

                INDIANA                               35-1150732
     (State or other jurisdiction                   (I.R.S. Employer
   of incorporation or organization)               Identification No.)

ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA                46268
(Address of Principal Executive Offices)               (Zip Code)

                       HURCO COMPANIES, INC.
                 1997 STOCK OPTION AND INCENTIVE PLAN
                     (Full title of the plan)

                           ROGER J. WOLF
            ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
              (Name and address of agent for service)

                          (317) 293-5309
   (Telephone number, including area code, of agent for service)

                             COPY TO:
                               DAVID C. WORRELL
                               BAKER & DANIELS
                               300 NORTH MERIDIAN STREET, SUITE 2700
                               INDIANAPOLIS, INDIANA 46204
                               (317) 237-0300

                  CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
   TITLE OF SECURITIES     AMOUNT TO BE        PROPOSED MAXIMUM         PROPOSED MAXIMUM            AMOUNT OF
      TO REGISTERED       REGISTERED (1)   OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE    REGISTRATION FEE
                                                      (2)                      (2)
<S>                      <C>               <C>                      <C>                      <C>
Common Stock,              500,000           $8.3438 (3)              $4,171,900 (3)           $1,264.21 (3)
without par value
</TABLE>

 (1) Pursuant to Rule 416 under the Securities Act  of  1933  (the  "Securities
     Act"),  this Registration Statement also registers such additional  shares
     of Common  Stock as may be offered or issued to prevent dilution resulting
     from stock splits, stock dividends and similar transactions.

 (2) It is impracticable  to  state the maximum offering price.  Shares offered
     pursuant to incentive stock  options  granted  under the 1997 Stock Option
     and Incentive Plan are to be offered at not less  than the market value of
     one  share  of  common stock of Hurco Companies, Inc.  on  the  date  such
     incentive stock options are granted.

 (3) Estimated solely  for  purposes  of  calculating  the registration fee and
     computed in accordance with Rule 457(c) under the Securities Act using the
     average of the high and low sale prices of the Common Stock as reported by
     NASDAQ on October 3, 1997, which was $8.3438 per share.
<PAGE>
                              PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The Section 10(a) prospectus for the Hurco Companies,  Inc. 1997 Stock
Option  and Incentive Plan is not required to be filed with the  Securities
and Exchange Commission as part of this Registration Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Registrant's Annual Report  on  Form 10-K for the fiscal year
          ended October 31, 1996;

     (b)  The Registrant's Quarterly Reports on  Form  10-Q  for the fiscal
          quarters  ended  January  31, 1997, April 30, 1997 and  July  31,
          1997;

     (c)  The description of the Registrant's  common  stock,  without  par
          value   (the   "Common   Stock"),   contained  in  the  Company's
          Registration  Statement  on  Form  10 dated  February  18,  1980,
          including any amendments or reports  filed  for  the  purpose  of
          updating such description.

     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
(the "Exchange  Act"),  prior  to  the filing of a post-effective amendment
which indicates that all shares of Common  Stock  offered  hereby have been
sold  or which deregisters all shares of Common Stock offered  hereby  then
remaining  unsold, are deemed to be incorporated herein by reference and to
be a part hereof  from  the  date of filing of such documents.  The Company
will promptly provide without charge to each person to whom a prospectus is
delivered, a copy of any or all  information  that  has  been  incorporated
herein  by  reference  (not  including exhibits to the information that  is
incorporated   by  reference  unless   such   exhibits   are   specifically
incorporated by  reference  into such information) upon the written or oral
request of such person directed  to  the  Secretary  of  the Company at its
principal offices, One Technology Way, Indianapolis, Indiana  46268,  (317)
293-5309.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article VI, Section 1 of the Company's By-Laws states that the Company
shall,  to the fullest extent permitted by the Indiana Business Corporation
Law, as amended,  indemnify  any  person  who  is made a party to or who is
involved in any proceeding, by reason of the fact  that he or she is or was
a  director,  officer,  employee or agent of the Company,  against  certain
liabilities incurred by him or her in connection with such proceeding if he
or she acted in good faith  and in a manner he reasonably believed to be in
or not opposed to the best interests  of  the Company, and, with respect to
any criminal proceeding, had no reasonable  cause  to  believe  his  or her
conduct  was  unlawful.  The Company has entered into employment agreements
with certain executive officers, which also provide indemnification against
certain liabilities.

     Sections 23-1-37-1  to  23-1-37-15 of the Indiana Business Corporation
Law authorize a corporation to  indemnify  its  directors  and  officers in
terms   sufficiently   broad  to  permit  such  indemnification  (including
reimbursement  of  expenses   incurred)  under  certain  circumstances  for
liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated  herein by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in  the  prospectus  any  facts or events arising
               after the effective date of 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  (1)(i)  and (1)(ii) do not
          apply  if  the  information required to be included  in  a  post-
          effective amendment  by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)  of  the  Securities   Exchange   Act   of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose of determining any liability  under  the
          Securities Act of  1933, each such post-effective amendment shall
          be deemed to be a new  registration  statement  relating  to  the
          securities  offered  therein, and the offering of such securities
          at the time shall be deemed  to be the initial bona fide offering
          thereof.

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

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (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
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.

     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.
<PAGE>
                            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 Indianapolis,  State  of Indiana,
on September 11, 1997.

                                   HURCO COMPANIES, INC.


                                   By:   /S/ ROGER J. WOLF
                                        Roger J. Wolf
                                        Senior Vice President, Secretary,
                                        Treasurer and Chief Financial Officer


                             POWER OF ATTORNEY

     Pursuant  to the requirements of the Securities Act, this Registration
Statement has been  signed  by  the  following  persons in their respective
capacities  and  on the respective dates indicated  opposite  their  names.
Each  person whose  signature  appears  below  hereby  authorizes  each  of
Brian  D.   McLaughlin   and  Roger  J.  Wolf,  each  with  full  power  of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this  Registration  Statement  and to file the same,
with exhibits thereto, and other documents in connection  therewith, making
such  changes  in  this  Registration  Statement  as  the registrant  deems
appropriate, and appoints each of  Brian D. McLaughlin  and  Roger J. Wolf,
each  with  full  power  of  substitution,  attorney-in-fact  to  sign  any
amendment  and  any post-effective amendment to this Registration Statement
and  to file the same,  with  exhibits  thereto,  and  other  documents  in
connection therewith.

     SIGNATURES               CAPACITY                       DATE

   /S/ BRIAN D. MCLAUGHLIN President, Chief Executive  September 11, 1997
Brian D. McLaughlin           Officer and Director
                              (Principal Executive Officer)


  /S/ ROGER J. WOLF         Senior Vice-President,     September 11, 1997
Roger J. Wolf              Secretary, Treasurer and 
                            Chief Financial Officer
                         (Principal Financial Officer)

  /S/ STEPHEN J. ALESIA       Corporate Controller     September 11, 1997
Stephen J. Alesia        (Principal Accounting Officer)


  /S/ HENDRIK J. HARTONG, JR.          Director        September 11, 1997
Hendrik J. Hartong, Jr.


 /S/ ANDREW L. LEWIS IV                Director        September 11, 1997
Andrew L. Lewis IV

 /S/ E. KEITH MOORE                    Director        September 11, 1997
E. Keith Moore

 /S/ RICHARD T. NINER                  Director        September 11, 1997
Richard T. Niner

 /S/ O. CURTIS NOEL                    Director        September 11, 1997
O. Curtis Noel

 /S/ CHARLES E. MITCHELL RENTSCHLER    Director        September 11, 1997
Charles E. Mitchell Rentschler


<PAGE>
                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>

         Exhibit
             NO.                              DESCRIPTION OF EXHIBIT
<S>                      <C>                                      
           4.1           Amended and Restated Articles of Incorporation of
                         the Registrant and related amendments. (The copy
                         of this Exhibit filed as Exhibit 3.1 to the
                         Company's Quarterly Report on Form 10-Q for the
                         quarter ended July 31, 1997 is incorporated by
                         reference.)
           4.2           Amended and Restated By-Laws of the Registrant,
                         as amended to date.  (The copy of this Exhibit
                         filed as Exhibit 3.3 to the Company's Quarterly
                         Report on Form 10-Q for quarter ended January 31,
                         1996 is incorporated by reference.)
           4.3           1997 Stock Option and Incentive Plan of
                         Registrant.  (The copy of this Exhibit filed as
                         Exhibit 10.52 to the Company's Quarterly Report
                         on Form 10-Q for the quarter ended July 31, 1997
                         is incorporated by reference.)
            5            Opinion of Baker & Daniels regarding legality of
                         the securities being registered.
          23.1           Consent of Arthur Andersen LLP.
          23.2           Consent of Baker & Daniels (included in Baker &
                         Daniels Opinion filed as Exhibit 5).
           24            Power of Attorney (included on the Signature Page
                         of the Registration Statement).
</TABLE>
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15918}]
{"company-data": {"conformed-name": "HURCO COMPANIES INC", "cik": "0000315374", "assigned-sic": "3823", "irs-number": "351150732", "state-of-incorporation": "IN", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37401", "film-number": "97692227"}, "business-address": {"street1": "ONE TECHNOLOGY WAY", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268", "phone": "3172935390"}, "former-company": {"former-conformed-name": "HURCO MANUFACTURING CO INC", "date-changed": "19850324"}}
As filed with the Securities and Exchange
Commission on October 8, 1997                       Registration No. 333-____
______________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
                      ______________________

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

                       HURCO COMPANIES, INC.
      (Exact name of registrant as specified in its charter)

                INDIANA                               35-1150732
     (State or other jurisdiction                   (I.R.S. Employer
   of incorporation or organization)               Identification No.)

ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA                46268
(Address of Principal Executive Offices)               (Zip Code)

                       HURCO COMPANIES, INC.
                 1997 STOCK OPTION AND INCENTIVE PLAN
                     (Full title of the plan)

                           ROGER J. WOLF
            ONE TECHNOLOGY WAY, INDIANAPOLIS, INDIANA 46268
              (Name and address of agent for service)

                          (317) 293-5309
   (Telephone number, including area code, of agent for service)

                             COPY TO:
                               DAVID C. WORRELL
                               BAKER & DANIELS
                               300 NORTH MERIDIAN STREET, SUITE 2700
                               INDIANAPOLIS, INDIANA 46204
                               (317) 237-0300

                  CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES     AMOUNT TO BE        PROPOSED MAXIMUM         PROPOSED MAXIMUM            AMOUNT OF
      TO REGISTERED       REGISTERED (1)   OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE    REGISTRATION FEE
                                                      (2)                      (2)
Common Stock,              500,000           $8.3438 (3)              $4,171,900 (3)           $1,264.21 (3)
without par value
(1) Pursuant to Rule 416 under the Securities Act  of  1933  (the  "Securities
     Act"),  this Registration Statement also registers such additional  shares
     of Common  Stock as may be offered or issued to prevent dilution resulting
     from stock splits, stock dividends and similar transactions.

 (2) It is impracticable  to  state the maximum offering price.  Shares offered
     pursuant to incentive stock  options  granted  under the 1997 Stock Option
     and Incentive Plan are to be offered at not less  than the market value of
     one  share  of  common stock of Hurco Companies, Inc.  on  the  date  such
     incentive stock options are granted.

 (3) Estimated solely  for  purposes  of  calculating  the registration fee and
     computed in accordance with Rule 457(c) under the Securities Act using the
     average of the high and low sale prices of the Common Stock as reported by
     NASDAQ on October 3, 1997, which was $8.3438 per share.
PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The Section 10(a) prospectus for the Hurco Companies,  Inc. 1997 Stock
Option  and Incentive Plan is not required to be filed with the  Securities
and Exchange Commission as part of this Registration Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Registrant's Annual Report  on  Form 10-K for the fiscal year
          ended October 31, 1996;

     (b)  The Registrant's Quarterly Reports on  Form  10-Q  for the fiscal
          quarters  ended  January  31, 1997, April 30, 1997 and  July  31,
          1997;

     (c)  The description of the Registrant's  common  stock,  without  par
          value   (the   "Common   Stock"),   contained  in  the  Company's
          Registration  Statement  on  Form  10 dated  February  18,  1980,
          including any amendments or reports  filed  for  the  purpose  of
          updating such description.

     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
(the "Exchange  Act"),  prior  to  the filing of a post-effective amendment
which indicates that all shares of Common  Stock  offered  hereby have been
sold  or which deregisters all shares of Common Stock offered  hereby  then
remaining  unsold, are deemed to be incorporated herein by reference and to
be a part hereof  from  the  date of filing of such documents.  The Company
will promptly provide without charge to each person to whom a prospectus is
delivered, a copy of any or all  information  that  has  been  incorporated
herein  by  reference  (not  including exhibits to the information that  is
incorporated   by  reference  unless   such   exhibits   are   specifically
incorporated by  reference  into such information) upon the written or oral
request of such person directed  to  the  Secretary  of  the Company at its
principal offices, One Technology Way, Indianapolis, Indiana  46268,  (317)
293-5309.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article VI, Section 1 of the Company's By-Laws states that the Company
shall,  to the fullest extent permitted by the Indiana Business Corporation
Law, as amended,  indemnify  any  person  who  is made a party to or who is
involved in any proceeding, by reason of the fact  that he or she is or was
a  director,  officer,  employee or agent of the Company,  against  certain
liabilities incurred by him or her in connection with such proceeding if he
or she acted in good faith  and in a manner he reasonably believed to be in
or not opposed to the best interests  of  the Company, and, with respect to
any criminal proceeding, had no reasonable  cause  to  believe  his  or her
conduct  was  unlawful.  The Company has entered into employment agreements
with certain executive officers, which also provide indemnification against
certain liabilities.

     Sections 23-1-37-1  to  23-1-37-15 of the Indiana Business Corporation
Law authorize a corporation to  indemnify  its  directors  and  officers in
terms   sufficiently   broad  to  permit  such  indemnification  (including
reimbursement  of  expenses   incurred)  under  certain  circumstances  for
liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated  herein by reference to the Index
     to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in  the  prospectus  any  facts or events arising
               after the effective date of 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  (1)(i)  and (1)(ii) do not
          apply  if  the  information required to be included  in  a  post-
          effective amendment  by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d)  of  the  Securities   Exchange   Act   of  1934  that  are
          incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose of determining any liability  under  the
          Securities Act of  1933, each such post-effective amendment shall
          be deemed to be a new  registration  statement  relating  to  the
          securities  offered  therein, and the offering of such securities
          at the time shall be deemed  to be the initial bona fide offering
          thereof.

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

     The undersigned registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (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
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.

     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.
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 Indianapolis,  State  of Indiana,
on September 11, 1997.

                                   HURCO COMPANIES, INC.

                                   By:   /S/ ROGER J. WOLF
                                        Roger J. Wolf
                                        Senior Vice President, Secretary,
                                        Treasurer and Chief Financial Officer

                             POWER OF ATTORNEY

     Pursuant  to the requirements of the Securities Act, this Registration
Statement has been  signed  by  the  following  persons in their respective
capacities  and  on the respective dates indicated  opposite  their  names.
Each  person whose  signature  appears  below  hereby  authorizes  each  of
Brian  D.   McLaughlin   and  Roger  J.  Wolf,  each  with  full  power  of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this  Registration  Statement  and to file the same,
with exhibits thereto, and other documents in connection  therewith, making
such  changes  in  this  Registration  Statement  as  the registrant  deems
appropriate, and appoints each of  Brian D. McLaughlin  and  Roger J. Wolf,
each  with  full  power  of  substitution,  attorney-in-fact  to  sign  any
amendment  and  any post-effective amendment to this Registration Statement
and  to file the same,  with  exhibits  thereto,  and  other  documents  in
connection therewith.

     SIGNATURES               CAPACITY                       DATE

   /S/ BRIAN D. MCLAUGHLIN President, Chief Executive  September 11, 1997
Brian D. McLaughlin           Officer and Director
                              (Principal Executive Officer)

  /S/ ROGER J. WOLF         Senior Vice-President,     September 11, 1997
Roger J. Wolf              Secretary, Treasurer and 
                            Chief Financial Officer
                         (Principal Financial Officer)

  /S/ STEPHEN J. ALESIA       Corporate Controller     September 11, 1997
Stephen J. Alesia        (Principal Accounting Officer)

  /S/ HENDRIK J. HARTONG, JR.          Director        September 11, 1997
Hendrik J. Hartong, Jr.

 /S/ ANDREW L. LEWIS IV                Director        September 11, 1997
Andrew L. Lewis IV

 /S/ E. KEITH MOORE                    Director        September 11, 1997
E. Keith Moore

 /S/ RICHARD T. NINER                  Director        September 11, 1997
Richard T. Niner

 /S/ O. CURTIS NOEL                    Director        September 11, 1997
O. Curtis Noel

 /S/ CHARLES E. MITCHELL RENTSCHLER    Director        September 11, 1997
Charles E. Mitchell Rentschler
INDEX TO EXHIBITS
Exhibit
             NO.                              DESCRIPTION OF EXHIBIT
4.1           Amended and Restated Articles of Incorporation of
                         the Registrant and related amendments. (The copy
                         of this Exhibit filed as Exhibit 3.1 to the
                         Company's Quarterly Report on Form 10-Q for the
                         quarter ended July 31, 1997 is incorporated by
                         reference.)
           4.2           Amended and Restated By-Laws of the Registrant,
                         as amended to date.  (The copy of this Exhibit
                         filed as Exhibit 3.3 to the Company's Quarterly
                         Report on Form 10-Q for quarter ended January 31,
                         1996 is incorporated by reference.)
           4.3           1997 Stock Option and Incentive Plan of
                         Registrant.  (The copy of this Exhibit filed as
                         Exhibit 10.52 to the Company's Quarterly Report
                         on Form 10-Q for the quarter ended July 31, 1997
                         is incorporated by reference.)
            5            Opinion of Baker & Daniels regarding legality of
                         the securities being registered.
          23.1           Consent of Arthur Andersen LLP.
          23.2           Consent of Baker & Daniels (included in Baker &
                         Daniels Opinion filed as Exhibit 5).
           24            Power of Attorney (included on the Signature Page
                         of the Registration Statement).