As filed with the Securities and Exchange Commission on December 30, 1998
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               TRIAD GUARANTY INC.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                     56-1838519
   (State of Incorporation)                         (I.R.S. Employer
                                                  Identification Number)

                       101 South Stratford Road, Suite 500
                       Winston-salem, North Carolina 27104
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                TRIAD GUARANTY INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                  Earl F. Wall
                               Triad Guaranty Inc.
                       101 South Stratford Road, Suite 500
                       Winston-salem, North Carolina 27104
                                 (336) 723-1282
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              John S. Chapman, Esq.
                              Lord, Bissell & Brook
                            115 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 443-0700

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of
Securities                     Proposed maximum   Proposed maximum  Amount of
to be        Amount to be      offering price     aggregate         registration
Registered   registered(1)(2)  per share          offering price    fee
------------ ----------------- ----------------   ----------------  ------------

Common Stock     60,000          $20.00(3)         $1,200,000(3)      $333.60(3)
------------ ----------------- ----------------   ----------------  ------------

(1)  Represents the maximum number of shares of Common Stock of the Company that
     may be issued  hereunder. 
(2)  Together with an  indeterminant  number of  additional  shares which may be
     necessary to adjust the number of shares  registered  hereunder as a result
     of any future  stock split,  stock  dividend or similar  adjustment  of the
     outstanding Common Stock of the Company.
(3)  Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
     amended,  solely for the purpose of calculating  the  registration  fee and
     based on the  average  of the high and low  prices of the  Common  Stock as
     reported by the Nasdaq National Market on December 29, 1998.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission (the "Commission"):

     1.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997, as amended;

     2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998 and September 30, 1998; and

     3.   The description of the shares of the Registrant's  Common Stock, $0.01
          par value per share, contained in the Registrant's Form 8-A filed with
          the Securities and Exchange Commission on September 7, 1993, including
          any  amendment  or  report  filed for the  purpose  of  updating  such
          description.

     In addition,  each document or report  subsequently filed by the Registrant
with the  Commission  pursuant to Sections  13(a),  13(c),  14, and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement,  but  prior  to the  filing  of a  post-effective  amendment  to this
Registration  Statement  which  indicates  that all  securities  offered by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration   Statement.   Each  document  or  report  incorporated  into  this
Registration  Statement  by  reference  shall  be  deemed  to be a part  of this
Registration  Statement  from the date of the filing of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  subsequently  furnished  appendix  to  this
Registration Statement.










                                      II-1
<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Section 145 of the Delaware  General  Corporation  Law, a corporation
may indemnify a director,  officer, employee or agent of the corporation who was
or is a party or is  threatened  to be made a party to an action  (other than an
action by the corporation) by reason of his service to the corporation,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interest of the corporation and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  In the case of an action brought by or in the right of a corporation,
the  corporation  may  indemnify a director,  officer,  employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred  by him or her if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  a  court  finds  that,  in  view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses as the court shall deem proper.

     The  Registrant's  Certificate  of  Incorporation  provides  for the  broad
indemnification  of the directors and officers of the  Registrant to the fullest
extent  permitted by current  Delaware  law.  The  Registrant's  Certificate  of
Incorporation  also  eliminates  the  personal  liability  of a director  to the
Registrant or its stockholders under certain circumstances, for monetary damages
for breach of fiduciary duty as a director.













                                      II-2


<PAGE>






ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See the Index to Exhibits immediately following the signature page.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         A. (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; and (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 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. 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.

                                      II-3


<PAGE>




     C.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be permitted to directors,  officers,  and
          controlling persons of the Registrant, 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
          Securities Act of 1933 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 of 1933 and will be governed by the
          final adjudication of such issue.





























                                      II-4


<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Winston-Salem  and State of North Carolina,  on
December 23, 1998.

                                    TRIAD GUARANTY INC.

                                    By: /s/ Darryl W. Thompson
                                    --------------------------
                                    Name: Darryl W. Thompson
                                    Its:  President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  Earl F. Wall and Michael R. Oswalt or
either of them with  power to act  without  the  other,  as his true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all subsequent amendments and supplements to this Registration Statement, and
to file the same, or cause to be filed the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto each said attorney-in-fact and agent full power to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  any  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

     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.

NAME AND CAPACITY                                                 DATE
-----------------                                                 ----

/s/ William T. Ratliff, III                                  December 21, 1998
---------------------------
William T. Ratliff, III
Chairman

 /s/ Darryl W. Thompson                                      December 23, 1998
-----------------------
Darryl W. Thompson
President, Chief Executive Officer and Director



                                      II-5
<PAGE>

 /s/ David W. Whitehurst                                     December 18, 1998
------------------------
David W. Whitehurst
Executive Vice President, Chief Financial Officer,
Treasurer and Director

 /s/ Michael R. Oswalt                                       December 22, 1998
----------------------
Michael R. Oswalt
Vice President and Controller
Principal Accounting Officer

 /s/ Robert T. David                                         December 21, 1998
--------------------
Robert T. David
Director

 /s/ Raymond H. Elliott                                      December 18, 1998
-----------------------
Raymond H. Elliott
Director



























                                      II-6


<PAGE>



                                INDEX TO EXHIBITS


    Exhibit
    No.                        Description
    ---                        -----------

    4.1                    Form of Common Stock Certificate (1)

    5                      Opinion of Lord, Bissell & Brook (filed herewith)

   23.1                    Consent of Ernst & Young (filed herewith)

   23.2                    Consent of Lord, Bissell & Brook (included in
                           Exhibit 5 above)

   24                      Power of Attorney of certain officers and directors 
                           of the Company (included on the signature page)

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

(1)  Incorporated by reference to Exhibit 4(a) to the Registrant's  Registration
     Statement on Form S-1 filed October 22, 1993 and amendments thereto.




















                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR TRIAD GUARANTY INC.", "secsgml_size_bytes": 15833}]
{"company-data": {"conformed-name": "TRIAD GUARANTY INC", "cik": "0000911631", "assigned-sic": "6351", "irs-number": "561838519", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69967", "film-number": "98778691"}, "business-address": {"street1": "101 SOUTH STRATFORD RD", "street2": "STE 500", "city": "WINSTON SALEM", "state": "NC", "zip": "27104", "phone": "2029514459"}, "mail-address": {"street1": "101 SOUTH STRATFORD ROAD", "street2": "SUITE 500", "city": "WINSTON-SALEM", "state": "NC", "zip": "27102"}}
As filed with the Securities and Exchange Commission on December 30, 1998
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               TRIAD GUARANTY INC.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                     56-1838519
   (State of Incorporation)                         (I.R.S. Employer
                                                  Identification Number)

                       101 South Stratford Road, Suite 500
                       Winston-salem, North Carolina 27104
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                TRIAD GUARANTY INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                  Earl F. Wall
                               Triad Guaranty Inc.
                       101 South Stratford Road, Suite 500
                       Winston-salem, North Carolina 27104
                                 (336) 723-1282
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                              John S. Chapman, Esq.
                              Lord, Bissell & Brook
                            115 South LaSalle Street
                             Chicago, Illinois 60603
                                 (312) 443-0700

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of
Securities                     Proposed maximum   Proposed maximum  Amount of
to be        Amount to be      offering price     aggregate         registration
Registered   registered(1)(2)  per share          offering price    fee
------------ ----------------- ----------------   ----------------  ------------

Common Stock     60,000          $20.00(3)         $1,200,000(3)      $333.60(3)
------------ ----------------- ----------------   ----------------  ------------

(1)  Represents the maximum number of shares of Common Stock of the Company that
     may be issued  hereunder. 
(2)  Together with an  indeterminant  number of  additional  shares which may be
     necessary to adjust the number of shares  registered  hereunder as a result
     of any future  stock split,  stock  dividend or similar  adjustment  of the
     outstanding Common Stock of the Company.
(3)  Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
     amended,  solely for the purpose of calculating  the  registration  fee and
     based on the  average  of the high and low  prices of the  Common  Stock as
     reported by the Nasdaq National Market on December 29, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby  incorporates by reference into this Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission (the "Commission"):

     1.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997, as amended;

     2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998, June 30, 1998 and September 30, 1998; and

     3.   The description of the shares of the Registrant's  Common Stock, $0.01
          par value per share, contained in the Registrant's Form 8-A filed with
          the Securities and Exchange Commission on September 7, 1993, including
          any  amendment  or  report  filed for the  purpose  of  updating  such
          description.

     In addition,  each document or report  subsequently filed by the Registrant
with the  Commission  pursuant to Sections  13(a),  13(c),  14, and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration
Statement,  but  prior  to the  filing  of a  post-effective  amendment  to this
Registration  Statement  which  indicates  that all  securities  offered by this
Registration  Statement have been sold or which  deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration   Statement.   Each  document  or  report  incorporated  into  this
Registration  Statement  by  reference  shall  be  deemed  to be a part  of this
Registration  Statement  from the date of the filing of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  subsequently  furnished  appendix  to  this
Registration Statement.

                                      II-1
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Section 145 of the Delaware  General  Corporation  Law, a corporation
may indemnify a director,  officer, employee or agent of the corporation who was
or is a party or is  threatened  to be made a party to an action  (other than an
action by the corporation) by reason of his service to the corporation,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interest of the corporation and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  In the case of an action brought by or in the right of a corporation,
the  corporation  may  indemnify a director,  officer,  employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred  by him or her if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  a  court  finds  that,  in  view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses as the court shall deem proper.

     The  Registrant's  Certificate  of  Incorporation  provides  for the  broad
indemnification  of the directors and officers of the  Registrant to the fullest
extent  permitted by current  Delaware  law.  The  Registrant's  Certificate  of
Incorporation  also  eliminates  the  personal  liability  of a director  to the
Registrant or its stockholders under certain circumstances, for monetary damages
for breach of fiduciary duty as a director.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See the Index to Exhibits immediately following the signature page.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         A. (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; and (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 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. 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.

                                      II-3
C.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be permitted to directors,  officers,  and
          controlling persons of the Registrant, 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
          Securities Act of 1933 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 of 1933 and will be governed by the
          final adjudication of such issue.

                                      II-4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Winston-Salem  and State of North Carolina,  on
December 23, 1998.

                                    TRIAD GUARANTY INC.

                                    By: /s/ Darryl W. Thompson
                                    --------------------------
                                    Name: Darryl W. Thompson
                                    Its:  President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  Earl F. Wall and Michael R. Oswalt or
either of them with  power to act  without  the  other,  as his true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all subsequent amendments and supplements to this Registration Statement, and
to file the same, or cause to be filed the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto each said attorney-in-fact and agent full power to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  any  said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

     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.

NAME AND CAPACITY                                                 DATE
-----------------                                                 ----

/s/ William T. Ratliff, III                                  December 21, 1998
---------------------------
William T. Ratliff, III
Chairman

 /s/ Darryl W. Thompson                                      December 23, 1998
-----------------------
Darryl W. Thompson
President, Chief Executive Officer and Director

                                      II-5
/s/ David W. Whitehurst                                     December 18, 1998
------------------------
David W. Whitehurst
Executive Vice President, Chief Financial Officer,
Treasurer and Director

 /s/ Michael R. Oswalt                                       December 22, 1998
----------------------
Michael R. Oswalt
Vice President and Controller
Principal Accounting Officer

 /s/ Robert T. David                                         December 21, 1998
--------------------
Robert T. David
Director

 /s/ Raymond H. Elliott                                      December 18, 1998
-----------------------
Raymond H. Elliott
Director

                                      II-6
INDEX TO EXHIBITS

    Exhibit
    No.                        Description
    ---                        -----------

    4.1                    Form of Common Stock Certificate (1)

    5                      Opinion of Lord, Bissell & Brook (filed herewith)

   23.1                    Consent of Ernst & Young (filed herewith)

   23.2                    Consent of Lord, Bissell & Brook (included in
                           Exhibit 5 above)

   24                      Power of Attorney of certain officers and directors 
                           of the Company (included on the signature page)

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

(1)  Incorporated by reference to Exhibit 4(a) to the Registrant's  Registration
     Statement on Form S-1 filed October 22, 1993 and amendments thereto.

                                      II-7