<PAGE>   1
    As filed with the Securities and Exchange Commission on January 14, 1997
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            INLAND CASINO CORPORATION
               (Exact name of issuer as specified in its charter)


             UTAH                                        33-0618806
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


       4225 Executive Square, Suite 1650, La Jolla, California     92037
              (Address of principal executive offices)          (Zip Code)


                            INLAND CASINO CORPORATION
                  1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 Bruce G. Cohne
                           Cohne, Rappaport and Segal
                         525 East First South, 5th Floor
                           Salt Lake City, Utah 84102
                     (Name and address of agent for service)

                                 (801) 532-2666
                     (Telephone number, including area code,
                              of agent for service)
<PAGE>   2
                        Copies of all communications to:

                           John F. Della Grotta, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                        695 Town Center Drive, 17th Floor
                          Costa Mesa, California 92626
                                 (714) 668-6210

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
                                       Proposed           Proposed
   Title of           Amount            Maximum            Maximum          Amount of
 Securities to         to be        Offering Price        Aggregate       Registration
 be Registered      Registered       Per Share(1)     Offering Price(1)         Fee
<S>                 <C>             <C>               <C>                 <C>      
 Common Stock         100,000          $3.9375           $393,750            $119.32
  ($.001 par         shares(2)
    value)
========================================================================================
</TABLE>


(1)    In accordance with Rule 457(h)(1), the price of the securities has been
       estimated pursuant to Rule 457(c) solely for the purpose of computing the
       registration fee, and the price listed is the average of the high and low
       prices of the Registrant's Common Stock as reported on the NASDAQ
       National Market on January 10, 1997.

(2)    As presently constituted, plus such indeterminate number of shares as may
       become subject to the 1996 Nonemployee Directors Stock Option Plan (the
       "Plan") as a result of the adjustment provisions set forth in the Plan
       and agreements entered into pursuant thereto.


                                       -1-
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed by Inland Casino Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

       (a) The Company's Annual Report on Form 10-KSB for its fiscal year ended
June 30, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act");

       (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and

       (c) The description of the Company's common stock, which is contained in
the Company's registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

       All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities 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.

       Inapplicable.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

       Inapplicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Sections 16-10a-901 through 16-10a-909 of the Utah Revised Business
Corporation Act (the "URBCA") requires a corporation to provide indemnification
to its directors, officers, employees or other agents under certain
circumstances and permits a corporation to provide indemnification in other
circumstances upon a determination that indemnification of the agent is proper
under the circumstances because the agent has met the applicable standard of
conduct.


                                       -2-
<PAGE>   4
       Article VIII of the Company's Amended and Restated Articles of
Incorporation provides that (i) each director, officer, employee or agent of the
Company shall be indemnified by the Company against all reasonable expenses and
liabilities incurred by or imposed upon such person in connection with any
proceeding to which such person may be a party or may become involved by reason
of being or having been a director, officer, employee or agent of the Company,
except in cases of willful misfeasance or malfeasance, willful misconduct or
gross negligence; (ii) such right of indemnification shall not be exclusive;
(iii) such indemnification shall be to the fullest extent permitted by the URBCA
and other applicable law; and (iv) the Company's directors shall not be
personally liable to the Company or its shareholders for any action or omission
made in good faith as a director, officer, employee or agent of the Company.
Article IX of the Company's Amended and Restated Articles of Incorporation
provides that no person shall be liable to the Company for any action or
omission made in good faith by a director, officer, employee or agent of the
Company if such person (i) used the same degree of care and skill as a prudent
person would have used under similar circumstances in the conduct of his or her
own affairs, or (ii) relied upon the advise of counsel for the Company,
statements made or information furnished by officers or employees of the Company
which he or she had reasonable grounds to believe, or financial statements of
the Company prepared by an officer or employee of the Company in charge of its
accounting or certified by a public accountant.

       Article VII, Section 6 of the Company's Amended and Restated Bylaws
provides that the Company shall indemnify its officers, directors, employees and
agents to the full extent permitted by the URBCA.

       A predecessor of the Company, Inland Casino Corporation, a Delaware
corporation ("ICC II") adopted a form of Indemnification Agreement for certain
of its directors. As a result of the merger of ICC II into the Company as of May
22, 1995, the Company became a party to such Indemnification Agreements. The
Indemnification Agreements remain in effect with respect to certain of the
Company's current and former directors. The Indemnification Agreements provide,
among other things, for indemnification to the fullest extent authorized or
permitted by the Delaware Corporations Code and, subject to certain exceptions,
for indemnification in excess of that authorized or permitted by the Delaware
Corporations Code. The Indemnification Agreements also provide certain
procedures relating to indemnification and advancement of expenses.

       In addition, the Company currently carries limited insurance coverage for
its directors and officers. The Indemnification Agreements provide protections
beyond those currently available from the Company's existing director's and
officer's liability insurance.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.


       Inapplicable.


                                       -3-
<PAGE>   5
ITEM 8.  EXHIBITS.

      4.1      The Company's 1996 Nonemployee Directors Stock Option Plan,
               previously filed as Appendix A to the Company's Proxy Statement
               dated October 28, 1996, filed with the Commission on October 28,
               1996 (File No. 0-11532), which is incorporated herein by
               reference.

      4.2      Amended and Restated Articles of Incorporation of the Company,
               previously filed as Exhibit 3.1 to the Company's Form 10-KSB for
               its fiscal year ended June 30, 1995, filed with the Commission on
               October 12, 1995 (File No. 0-11532), which is incorporated herein
               by reference.

      4.3      Amended and Restated Bylaws of the Company, previously filed as
               Exhibit 3.1 to the Company's Form 10-QSB for the quarterly period
               ended March 31, 1996, filed with the Commission on May 17, 1996
               (File No. 0-11532), which is incorporated herein by reference.

      5.       Opinion (and consent) of Paul, Hastings, Janofsky & Walker LLP.

     23.1      Consent of Grant Thornton LLP.

     23.2      Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
               part of Exhibit 5 above).

     24.       Power of Attorney (set forth on page 5).


ITEM 9.  UNDERTAKINGS.

         The undersigned registrant will:

               (1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution;

               (2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering; and

               (3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.


                                       -4-
<PAGE>   6
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of La Jolla, State of California, on this 14th day of
January, 1997.


                                   INLAND CASINO CORPORATION



                               By:   /s/ L. Donald Speer, II
                                     -----------------------------------------
                                     L. Donald Speer, II
                                     Chairman of the Board and Chief Executive
                                     Officer




                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints L. Donald Speer, II, Arthur R. Pfizenmayer
and Duane M. Eberlein, and each or any of them, his true and lawful
attorneys-in-fact and agents, 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 amendments to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority 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 said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


                                       -5-
<PAGE>   7
     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 date indicated.


       Signature             Capacity
       ---------             --------

/s/ L. Donald Speer II       Chairman of the Board,             January 14, 1997
-------------------------    Chief Executive Officer
    L. Donald Speer, II      and Director (Principal
                             Executive Officer)


/s/ Arthur R. Pfizenmayer    President, Chief                   January 14, 1997
-------------------------    Operating Officer and
    Arthur R. Pfizenmayer    Director


/s/ Andrew B. Laub           Executive Vice President,          January 14, 1997
-------------------------    Finance and Development,
    Andrew B. Laub           Treasurer and Director


/s/ G. Fritz Opel            Executive Vice President,          January 14, 1997
-------------------------    Marketing and Consulting
    G. Fritz Opel            Services and Director


/s/ Duane M. Eberlein        Vice President, Chief              January 14, 1997
-------------------------    Financial Officer, Secretary
    Duane M. Eberlein        and Director (Principal
                             Financial and Accounting
                             Officer)


                             Vice President, Governmental
-------------------------    Regulations and Director
    Jana McKaeg          


                             Director
-------------------------
    Forrest J. Gerard


/s/ Cornelius E. Smyth       Director                           January 14, 1997
-------------------------
    Cornelius E. Smyth


                                       -6-
<PAGE>   8
                                INDEX TO EXHIBITS



  EXHIBIT
  NUMBER                     DESCRIPTION
  -------                    -----------

    4.1           The Company's 1996 Nonemployee Directors Stock Option Plan,
                  previously filed as Appendix A to the Company's Proxy
                  Statement dated October 28, 1996, filed with the Commission on
                  October 28, 1996 (File No. 0-11532), which is incorporated
                  herein by reference.

    4.2           Amended and Restated Articles of Incorporation of the Company,
                  previously filed as Exhibit 3.1 to the Company's Form 10-KSB
                  for its fiscal year ended June 30, 1995, filed with the
                  Commission on October 12, 1995 (File No. 0-11532), which is
                  incorporated herein by reference.

    4.3           Amended and restated Bylaws of the Company, previously filed
                  as Exhibit 3.1 to the Company's Form 10-QSB for the quarterly
                  period ended March 31, 1996, filed with the Commission on May
                  17, 1996 (File No. 0-11532), which is incorporated herein by
                  reference.

    5.            Opinion (and consent) of Paul, Hastings, Janofsky & Walker
                  LLP.

   23.1           Consent of Grant Thornton LLP.

   23.2           Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
                  part of Exhibit 5 above).

   24.            Power of Attorney (set forth on page 5).


                                       -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1996 NONEMPLOYEE DIRECTORS STOCK OPT", "secsgml_size_bytes": 16316}]
{"company-data": {"conformed-name": "INLAND CASINO CORP", "cik": "0000318291", "assigned-sic": "7990", "irs-number": "330618806", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19743", "film-number": "97505573"}, "business-address": {"street1": "4225 EXECUTIVE SQ STE 1650", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "8013559535"}, "mail-address": {"street1": "4225 EXECUTIVE SQUARE SUITE 1650", "street2": "4225 EXECUTIVE SQUARE SUITE 1650", "city": "LA JOLLA", "state": "CA", "zip": "92037"}, "former-company": [{"former-conformed-name": "TWIN CREEK EXPLORATION CO INC", "date-changed": "19920703"}, {"former-conformed-name": "TWIN CREEK OIL & EXPLORATION COMPANY INC", "date-changed": "19890104"}]}
1
    As filed with the Securities and Exchange Commission on January 14, 1997
                                               Registration No. 333-____________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                            INLAND CASINO CORPORATION
               (Exact name of issuer as specified in its charter)

             UTAH                                        33-0618806
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       4225 Executive Square, Suite 1650, La Jolla, California     92037
              (Address of principal executive offices)          (Zip Code)

                            INLAND CASINO CORPORATION
                  1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                 Bruce G. Cohne
                           Cohne, Rappaport and Segal
                         525 East First South, 5th Floor
                           Salt Lake City, Utah 84102
                     (Name and address of agent for service)

                                 (801) 532-2666
                     (Telephone number, including area code,
                              of agent for service)
2
                        Copies of all communications to:

                           John F. Della Grotta, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                        695 Town Center Drive, 17th Floor
                          Costa Mesa, California 92626
                                 (714) 668-6210

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

                         CALCULATION OF REGISTRATION FEE
========================================================================================
                                       Proposed           Proposed
   Title of           Amount            Maximum            Maximum          Amount of
 Securities to         to be        Offering Price        Aggregate       Registration
 be Registered      Registered       Per Share(1)     Offering Price(1)         Fee
Common Stock         100,000          $3.9375           $393,750            $119.32
  ($.001 par         shares(2)
    value)
========================================================================================
(1)    In accordance with Rule 457(h)(1), the price of the securities has been
       estimated pursuant to Rule 457(c) solely for the purpose of computing the
       registration fee, and the price listed is the average of the high and low
       prices of the Registrant's Common Stock as reported on the NASDAQ
       National Market on January 10, 1997.

(2)    As presently constituted, plus such indeterminate number of shares as may
       become subject to the 1996 Nonemployee Directors Stock Option Plan (the
       "Plan") as a result of the adjustment provisions set forth in the Plan
       and agreements entered into pursuant thereto.

                                       -1-
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed by Inland Casino Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

       (a) The Company's Annual Report on Form 10-KSB for its fiscal year ended
June 30, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act");

       (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and

       (c) The description of the Company's common stock, which is contained in
the Company's registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

       All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities 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.

       Inapplicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

       Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Sections 16-10a-901 through 16-10a-909 of the Utah Revised Business
Corporation Act (the "URBCA") requires a corporation to provide indemnification
to its directors, officers, employees or other agents under certain
circumstances and permits a corporation to provide indemnification in other
circumstances upon a determination that indemnification of the agent is proper
under the circumstances because the agent has met the applicable standard of
conduct.

                                       -2-
4
       Article VIII of the Company's Amended and Restated Articles of
Incorporation provides that (i) each director, officer, employee or agent of the
Company shall be indemnified by the Company against all reasonable expenses and
liabilities incurred by or imposed upon such person in connection with any
proceeding to which such person may be a party or may become involved by reason
of being or having been a director, officer, employee or agent of the Company,
except in cases of willful misfeasance or malfeasance, willful misconduct or
gross negligence; (ii) such right of indemnification shall not be exclusive;
(iii) such indemnification shall be to the fullest extent permitted by the URBCA
and other applicable law; and (iv) the Company's directors shall not be
personally liable to the Company or its shareholders for any action or omission
made in good faith as a director, officer, employee or agent of the Company.
Article IX of the Company's Amended and Restated Articles of Incorporation
provides that no person shall be liable to the Company for any action or
omission made in good faith by a director, officer, employee or agent of the
Company if such person (i) used the same degree of care and skill as a prudent
person would have used under similar circumstances in the conduct of his or her
own affairs, or (ii) relied upon the advise of counsel for the Company,
statements made or information furnished by officers or employees of the Company
which he or she had reasonable grounds to believe, or financial statements of
the Company prepared by an officer or employee of the Company in charge of its
accounting or certified by a public accountant.

       Article VII, Section 6 of the Company's Amended and Restated Bylaws
provides that the Company shall indemnify its officers, directors, employees and
agents to the full extent permitted by the URBCA.

       A predecessor of the Company, Inland Casino Corporation, a Delaware
corporation ("ICC II") adopted a form of Indemnification Agreement for certain
of its directors. As a result of the merger of ICC II into the Company as of May
22, 1995, the Company became a party to such Indemnification Agreements. The
Indemnification Agreements remain in effect with respect to certain of the
Company's current and former directors. The Indemnification Agreements provide,
among other things, for indemnification to the fullest extent authorized or
permitted by the Delaware Corporations Code and, subject to certain exceptions,
for indemnification in excess of that authorized or permitted by the Delaware
Corporations Code. The Indemnification Agreements also provide certain
procedures relating to indemnification and advancement of expenses.

       In addition, the Company currently carries limited insurance coverage for
its directors and officers. The Indemnification Agreements provide protections
beyond those currently available from the Company's existing director's and
officer's liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Inapplicable.

                                       -3-
5
ITEM 8.  EXHIBITS.

      4.1      The Company's 1996 Nonemployee Directors Stock Option Plan,
               previously filed as Appendix A to the Company's Proxy Statement
               dated October 28, 1996, filed with the Commission on October 28,
               1996 (File No. 0-11532), which is incorporated herein by
               reference.

      4.2      Amended and Restated Articles of Incorporation of the Company,
               previously filed as Exhibit 3.1 to the Company's Form 10-KSB for
               its fiscal year ended June 30, 1995, filed with the Commission on
               October 12, 1995 (File No. 0-11532), which is incorporated herein
               by reference.

      4.3      Amended and Restated Bylaws of the Company, previously filed as
               Exhibit 3.1 to the Company's Form 10-QSB for the quarterly period
               ended March 31, 1996, filed with the Commission on May 17, 1996
               (File No. 0-11532), which is incorporated herein by reference.

      5.       Opinion (and consent) of Paul, Hastings, Janofsky & Walker LLP.

     23.1      Consent of Grant Thornton LLP.

     23.2      Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
               part of Exhibit 5 above).

     24.       Power of Attorney (set forth on page 5).

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant will:

               (1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution;

               (2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering; and

               (3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

                                       -4-
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of La Jolla, State of California, on this 14th day of
January, 1997.

                                   INLAND CASINO CORPORATION

                               By:   /s/ L. Donald Speer, II
                                     -----------------------------------------
                                     L. Donald Speer, II
                                     Chairman of the Board and Chief Executive
                                     Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints L. Donald Speer, II, Arthur R. Pfizenmayer
and Duane M. Eberlein, and each or any of them, his true and lawful
attorneys-in-fact and agents, 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 amendments to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority 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 said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                       -5-
7
     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 date indicated.

       Signature             Capacity
       ---------             --------

/s/ L. Donald Speer II       Chairman of the Board,             January 14, 1997
-------------------------    Chief Executive Officer
    L. Donald Speer, II      and Director (Principal
                             Executive Officer)

/s/ Arthur R. Pfizenmayer    President, Chief                   January 14, 1997
-------------------------    Operating Officer and
    Arthur R. Pfizenmayer    Director

/s/ Andrew B. Laub           Executive Vice President,          January 14, 1997
-------------------------    Finance and Development,
    Andrew B. Laub           Treasurer and Director

/s/ G. Fritz Opel            Executive Vice President,          January 14, 1997
-------------------------    Marketing and Consulting
    G. Fritz Opel            Services and Director

/s/ Duane M. Eberlein        Vice President, Chief              January 14, 1997
-------------------------    Financial Officer, Secretary
    Duane M. Eberlein        and Director (Principal
                             Financial and Accounting
                             Officer)

                             Vice President, Governmental
-------------------------    Regulations and Director
    Jana McKaeg          

                             Director
-------------------------
    Forrest J. Gerard

/s/ Cornelius E. Smyth       Director                           January 14, 1997
-------------------------
    Cornelius E. Smyth

                                       -6-
8
                                INDEX TO EXHIBITS

  EXHIBIT
  NUMBER                     DESCRIPTION
  -------                    -----------

    4.1           The Company's 1996 Nonemployee Directors Stock Option Plan,
                  previously filed as Appendix A to the Company's Proxy
                  Statement dated October 28, 1996, filed with the Commission on
                  October 28, 1996 (File No. 0-11532), which is incorporated
                  herein by reference.

    4.2           Amended and Restated Articles of Incorporation of the Company,
                  previously filed as Exhibit 3.1 to the Company's Form 10-KSB
                  for its fiscal year ended June 30, 1995, filed with the
                  Commission on October 12, 1995 (File No. 0-11532), which is
                  incorporated herein by reference.

    4.3           Amended and restated Bylaws of the Company, previously filed
                  as Exhibit 3.1 to the Company's Form 10-QSB for the quarterly
                  period ended March 31, 1996, filed with the Commission on May
                  17, 1996 (File No. 0-11532), which is incorporated herein by
                  reference.

    5.            Opinion (and consent) of Paul, Hastings, Janofsky & Walker
                  LLP.

   23.1           Consent of Grant Thornton LLP.

   23.2           Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as
                  part of Exhibit 5 above).

   24.            Power of Attorney (set forth on page 5).

                                       -7-