As filed with the Securities and Exchange Commission on December 22, 1997
                                                     Registration No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



                            PRECISION CASTPARTS CORP.
             (Exact name of registrant as specified in its charter)



                     OREGON                                      93-0460598
         (State or other jurisdiction                         (IRS Employer
         of incorporation or organization)                Identification No.)

         4650 SW Macadam Avenue, Suite 440
         Portland, Oregon                                        97201
         (Address of Principal                                  (Zip Code)
         Executive Offices)


                            Precision Castparts Corp.
                        1998 Employee Stock Purchase Plan
                              (Full title of plan)

                               William D. Larsson
                   Vice President and Chief Financial Officer
                            Precision Castparts Corp.
                        4650 SW Macadam Avenue, Suite 440
                               Portland, OR 97201
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 417-4800

                                    Copy to:

                                  Ruth A. Beyer
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268

<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                                    Proposed       Proposed
                                                    Maximum        Maximum
                      Amount            Offering    Aggregate      Amount of
Title of Securities   to Be             Price Per   Offering       Registration
to Be Registered      Registered        Share(1)    Price(1)       Fee
<S>                   <C>               <C>         <C>            <C>       
Common Stock,         1,000,000 Shares  $51.664062  $51,664,062.50 $15,240.90
no par value                             
-------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. The 1998 
     Precision Castparts Corp. Employee Stock Purchase Plan establishes a 
     purchase price based on 85 percent of the fair market value of a share of
     Precision Castparts Corp. common stock.  Therefore, calculation of the
     registration fee for the shares is based on 85 percent of $60.78125, 
     which was the average of the high and low prices of the Common Stock on
     December 19, 1997 as reported in The Wall Street Journal on the New York
     Stock Exchange.
</FN>
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.

     The following documents filed by Precision Castparts Corp. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited consolidated financial statements for the Company's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company con
     tained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article VI of the Company's Restated Articles of Incorporation (the
"Articles"), authorizes indemnification of current or former directors or
officers of the Registrant to the 

                                      II-1
<PAGE>
fullest extent permitted by law. In addition, the Company has entered into
indemnity agreements with certain of its officers and directors. The Bylaws of
the Company require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act"). The effects
of the Articles, the Bylaws, the Act, and the indemnity agreements (the
"Indemnification Provisions") are summarized as follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred, if the person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe the conduct was unlawful. The
     termination of an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit by or in the right of the Company against the
     expenses (including attorney fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the person reasonably
     believed to be in or not opposed to the best interests of the Company,
     except that no right of indemnification will be granted if the person is
     adjudged to be liable to the Company.

          (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

          (d) Because the limits of permissible indemnification under Oregon law
     are not clearly defined, the Indemnification Provisions may provide
     indemnification broader than that described in (a) and (b).

          (e) The Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms in good faith that he
     or she has met the standard of conduct to be entitled to indemnification as
     described in (a) or (b) above and undertakes to repay any amount advanced
     if it is determined that the person did not meet the required standard of
     conduct.

     The Registrant may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities.

                                      II-2
<PAGE>
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.

Item 7.   Exemption From Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     4.1  Restated Articles of Incorporation of the Company, as amended
          (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
          Company's Registration Statement on Form 8A/A, filed September 27,
          1996 (the "Form 8A/A")).

     4.2  Bylaws of the Company, as amended (incorporated by reference to
          Exhibit 3.2 to the Form 8A/A).

     5.1  Opinion of Stoel Rives LLP.

     23.1 Consent of Price Waterhouse LLP.

     23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

     24.1 Powers of Attorney.

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

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

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

               (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.
               Notwithstanding the foregoing, any 

                                      II-3
<PAGE>
               increase or decrease in volume of securities offered (if the
               total dollar value of the securities offered would not exceed
               that which was registered) and any deviation from the low or high
               end 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 volume and price
               represent no more than a 20% 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 the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (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 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 

                                      II-4
<PAGE>
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 of 1933, the Company
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 Portland, State of Oregon, on December 19, 1997.

                              PRECISION CASTPARTS CORP.


                              By: WILLIAM D. LARSSON
                                 ----------------------------------------------
                                  William D. Larsson
                                  Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 19, 1997.

          Signature                          Title
          ---------

WILLIAM D. LARSSON*                          Vice President and
----------------------------------------     Chief Financial Officer 
William D. Larsson                           (Principal Financial Officer)


WILLIAM C. McCORMICK                         Chairman and
----------------------------------------     Chief Executive Officer
William C. McCormick                         (Principal Executive Officer)


STEVEN C. RIEDEL                             Director
----------------------------------------
Steven C. Riedel

                                      II-5
<PAGE>
PETER R. BRIDENBAUGH                         Director
----------------------------------------
Peter R. Bridenbaugh

DEAN T. DuCRAY                               Director
----------------------------------------
Dean T. DuCray


DON R. GRABER                                Director
----------------------------------------
Don R. Graber

ROY M. MARVIN                                Director
----------------------------------------
Roy M. Marvin


VERNON E. OECHSLE                            Director
----------------------------------------
Vernon E. Oechsle


STEVEN G. ROTHMEIER                          Director
----------------------------------------
Steven G. Rothmeier


     *By:  WILLIAM D. LARSSON
           ------------------------------------
           William D. Larsson, Attorney-in-Fact

                                      II-6
<PAGE>
                                 EXHIBIT INDEX


Exhibit
Number        Document Description

     4.1  Restated Articles of Incorporation of the Company, as amended
          (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
          Company's Registration Statement on Form 8A/A, filed September 27,
          1996 (the "Form 8A/A")).

     4.2  Bylaws of the Company, as amended (incorporated by reference to
          Exhibit 3.2 to the Form 8A/A).

     5.1  Opinion of Stoel Rives LLP.

     23.1 Consent of Price Waterhouse LLP.

     23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

     24.1 Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17128}]
{"company-data": {"conformed-name": "PRECISION CASTPARTS CORP", "cik": "0000079958", "assigned-sic": "3320", "irs-number": "930460598", "state-of-incorporation": "OR", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42899", "film-number": "97742176"}, "business-address": {"street1": "4650 S.W. MACADAM AVE", "street2": "STE 440", "city": "PORTLAND", "state": "OR", "zip": "97201-4254", "phone": "(503) 417-"}}
As filed with the Securities and Exchange Commission on December 22, 1997
                                                     Registration No. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                            PRECISION CASTPARTS CORP.
             (Exact name of registrant as specified in its charter)

                     OREGON                                      93-0460598
         (State or other jurisdiction                         (IRS Employer
         of incorporation or organization)                Identification No.)

         4650 SW Macadam Avenue, Suite 440
         Portland, Oregon                                        97201
         (Address of Principal                                  (Zip Code)
         Executive Offices)

                            Precision Castparts Corp.
                        1998 Employee Stock Purchase Plan
                              (Full title of plan)

                               William D. Larsson
                   Vice President and Chief Financial Officer
                            Precision Castparts Corp.
                        4650 SW Macadam Avenue, Suite 440
                               Portland, OR 97201
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 417-4800

                                    Copy to:

                                  Ruth A. Beyer
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                                    Proposed       Proposed
                                                    Maximum        Maximum
                      Amount            Offering    Aggregate      Amount of
Title of Securities   to Be             Price Per   Offering       Registration
to Be Registered      Registered        Share(1)    Price(1)       Fee
Common Stock,         1,000,000 Shares  $51.664062  $51,664,062.50 $15,240.90
no par value                             
-------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. The 1998 
     Precision Castparts Corp. Employee Stock Purchase Plan establishes a 
     purchase price based on 85 percent of the fair market value of a share of
     Precision Castparts Corp. common stock.  Therefore, calculation of the
     registration fee for the shares is based on 85 percent of $60.78125, 
     which was the average of the high and low prices of the Common Stock on
     December 19, 1997 as reported in The Wall Street Journal on the New York
     Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.

     The following documents filed by Precision Castparts Corp. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited consolidated financial statements for the Company's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company con
     tained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article VI of the Company's Restated Articles of Incorporation (the
"Articles"), authorizes indemnification of current or former directors or
officers of the Registrant to the 

                                      II-1
fullest extent permitted by law. In addition, the Company has entered into
indemnity agreements with certain of its officers and directors. The Bylaws of
the Company require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act"). The effects
of the Articles, the Bylaws, the Act, and the indemnity agreements (the
"Indemnification Provisions") are summarized as follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred, if the person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe the conduct was unlawful. The
     termination of an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit by or in the right of the Company against the
     expenses (including attorney fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the person reasonably
     believed to be in or not opposed to the best interests of the Company,
     except that no right of indemnification will be granted if the person is
     adjudged to be liable to the Company.

          (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

          (d) Because the limits of permissible indemnification under Oregon law
     are not clearly defined, the Indemnification Provisions may provide
     indemnification broader than that described in (a) and (b).

          (e) The Company may advance to a director or officer the expenses
     incurred in defending any action, suit or proceeding in advance of its
     final disposition if the director or officer affirms in good faith that he
     or she has met the standard of conduct to be entitled to indemnification as
     described in (a) or (b) above and undertakes to repay any amount advanced
     if it is determined that the person did not meet the required standard of
     conduct.

     The Registrant may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities.

                                      II-2
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.

Item 7.   Exemption From Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     4.1  Restated Articles of Incorporation of the Company, as amended
          (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
          Company's Registration Statement on Form 8A/A, filed September 27,
          1996 (the "Form 8A/A")).

     4.2  Bylaws of the Company, as amended (incorporated by reference to
          Exhibit 3.2 to the Form 8A/A).

     5.1  Opinion of Stoel Rives LLP.

     23.1 Consent of Price Waterhouse LLP.

     23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

     24.1 Powers of Attorney.

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

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

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

               (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.
               Notwithstanding the foregoing, any 

                                      II-3
increase or decrease in volume of securities offered (if the
               total dollar value of the securities offered would not exceed
               that which was registered) and any deviation from the low or high
               end 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 volume and price
               represent no more than a 20% 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 the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (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 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 

                                      II-4
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 of 1933, the Company
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 Portland, State of Oregon, on December 19, 1997.

                              PRECISION CASTPARTS CORP.

                              By: WILLIAM D. LARSSON
                                 ----------------------------------------------
                                  William D. Larsson
                                  Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 19, 1997.

          Signature                          Title
          ---------

WILLIAM D. LARSSON*                          Vice President and
----------------------------------------     Chief Financial Officer 
William D. Larsson                           (Principal Financial Officer)

WILLIAM C. McCORMICK                         Chairman and
----------------------------------------     Chief Executive Officer
William C. McCormick                         (Principal Executive Officer)

STEVEN C. RIEDEL                             Director
----------------------------------------
Steven C. Riedel

                                      II-5
PETER R. BRIDENBAUGH                         Director
----------------------------------------
Peter R. Bridenbaugh

DEAN T. DuCRAY                               Director
----------------------------------------
Dean T. DuCray

DON R. GRABER                                Director
----------------------------------------
Don R. Graber

ROY M. MARVIN                                Director
----------------------------------------
Roy M. Marvin

VERNON E. OECHSLE                            Director
----------------------------------------
Vernon E. Oechsle

STEVEN G. ROTHMEIER                          Director
----------------------------------------
Steven G. Rothmeier

     *By:  WILLIAM D. LARSSON
           ------------------------------------
           William D. Larsson, Attorney-in-Fact

                                      II-6
EXHIBIT INDEX

Exhibit
Number        Document Description

     4.1  Restated Articles of Incorporation of the Company, as amended
          (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
          Company's Registration Statement on Form 8A/A, filed September 27,
          1996 (the "Form 8A/A")).

     4.2  Bylaws of the Company, as amended (incorporated by reference to
          Exhibit 3.2 to the Form 8A/A).

     5.1  Opinion of Stoel Rives LLP.

     23.1 Consent of Price Waterhouse LLP.

     23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

     24.1 Powers of Attorney.