As filed with the Securities and Exchange Commission on March  31, 1998
                                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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


                             CARRIAGE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                        76-0423828
    (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         Identification No.

                       1300 Post Oak Blvd., Suite 1500
                             Houston, Texas 77056
         (Address of principal executive offices, including zip code)


                        1997 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                               Melvin C. Payne
                           Chief Executive Officer
                       1300 Post Oak Blvd., Suite 1500
                             Houston, Texas 77056
                   (Name and address of agent for service)

                                (281) 556-7400
        (Telephone number, including area code, of agent for service)

                                   Copy to:

                                John T. Unger
                             Snell & Smith, P.C.
                          1000 Louisiana, Suite 1200
                             Houston, Texas 77002

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
     Title of                                         Proposed maximum
   securities to be             Amount to be             aggregate              Amount of
    registered                   registered           offering price (1)     registration fee
---------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                    <C>    
Class A Common Stock, $.01     1,000,000 shares           $21,457,500            $6,324.06
par value

---------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.

                                     Page 1
<PAGE>
                                   PART II

             INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The following documents are incorporated by reference in the registration
statement:

      (a) The latest annual report on Form 10-K of Carriage Services, Inc., a
Delaware corporation (the "Company"), or, if financial statements therein are
more current, the Company's latest prospectus, other than the prospectus of
which this document is a part, filed pursuant to rule 424(b) or (c) of the
Securities and Exchange Commission under the Securities Act of 1933.

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

      (c) The description of the Company's Class A Common Stock which are
contained in the Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or reports filed for the purpose of
updating such descriptions.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date
of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

Item 4.   Description of Securities.

      Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      Not applicable.

Item 6.   Indemnification of Directors and Officers.

      The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee

                                       2
<PAGE>
or agent of another corporation or other enterprise, against reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually incurred by him in connection with such action, suit or proceeding, if
such director, officer, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Company is required by Section 145 to
indemnify any person against reasonable expenses (including attorneys' fees)
actually incurred by him in connection with an action, suit or proceeding in
which he is a party because he is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or other enterprise, if he has
been successful, on the merits or otherwise, in the defense of the action, suit
or proceeding. Section 145 also allows a corporation to purchase and maintain
insurance on behalf of any such person against any liability asserted against
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability
under the provisions of Section 145. In addition, Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.

      Article 10 of the Company's Amended and Restated Certificate of
Incorporation (the "Charter") provides that the Company shall indemnify and hold
harmless any person who was, is, or is threatened to be made a party to a
proceeding by reason of the fact that he or she (i) is or was a director or
officer of the Company or (ii) while a director or officer of the Company, is or
was serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL. The right to indemnification under
Article 10 of the Charter is a contract right which includes, with respect to
directors and officers, the right to be paid by the Company the expenses
incurred in defending any such proceeding in advance of its disposition.

Item 7.   Exemption from Registration Claimed.

      Not applicable.


Item 8.   Exhibits.

      Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

      3.1   Amended and Restated Certificate of Incorporation of the Company
            (filed with the Commission as Exhibit 3.1 to the Company's Annual
            Report on Form 10-K for the Year Ended December 31, 1996, and
            incorporated herein by reference).

      3.2   Restated Bylaws of the Company (filed with the Commission as Exhibit
            3.2 to the Company's Registration Statement on Form S-1
            (Registration No.333-5545) and incorporated herein by reference).

                                        3
<PAGE>
      5.1   Opinion of Snell & Smith, A Professional Corporation.

     10.1   1997 Employee Stock Purchase Plan

     23.1   Consent of Arthur Andersen L.L.P.

     23.2   Consent of Snell & Smith, A Professional corporation (included in
            Exhibit 5.1).

     24.1   Powers of Attorney (included on the signature page to this
            Registration Statement).

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

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

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

            (b) To reflect in the prospectus any facts or events arising after
      the effective date of this Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement;

            (c) To include any material information with respect to the plan of
      distribution not previously disclosed in this Registration Statement or
      any material change to such information in this Registration Statement;
      provided, however, that paragraphs (1)(a) and (1)(b) 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 Exchange Act that are
      incorporated by reference in this Registration Statement.

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

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

            (4) That, for the purposes of determining any liability under the
      Securities Act, each filing of the Registrant's annual report pursuant to
      Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
      each filing of an employee benefit plan's annual report pursuant to
      Section 15(d) of the Exchange Act) that is incorporated by reference in
      this Registration Statement shall be

                                        4
<PAGE>
      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.

            (5) Insofar as indemnification for liabilities arising under the
      Securities Act 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
      Commission such indemnification is against public policy as expressed in
      the Securities Act and is, therefore, unenforceable. In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Registrant of expenses incurred or paid by a director, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being registered, the
      Registrant will, unless in the opinion of its counsel the matter has been
      settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against
      public policy as expressed in the Securities Act and will be governed by
      the final adjudication of such issue.


                                  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 Houston, State of Texas, on the 31 day of March,
1998.

                             CARRIAGE SERVICES, INC.

                             By /s/ MELVIN C. PAYNE
                             Melvin C. Payne
                             Chairman of the Board and
                             Chief Executive Officer

                                        5
<PAGE>
      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark W. Duffey and Thomas C. Livengood or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that 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 31 day of March, 1998.

SIGNATURE                          TITLE

/s/ MELVIN C. PAYNE                Chairman of the Board, Chief Executive
Melvin C. Payne                    Officer and Director (Principal Executive
                                   Officer)

/s/ MARK W. DUFFEY                 President, and Director
Mark W. Duffey

/s/ THOMAS C. LIVENGOOD            Executive Vice President, Chief Financial
Thomas C. Livengood                Officer and Secretary (Principal Financial
                                   and Accounting Officer)

/s/ C. BYRON SNYDER                Director
C. Byron Snyder

/s/ BARRY K. FINGERHUT             Director
Barry K. Fingerhut

/s/ RONALD A. ERICKSON             Director
Ronald A. Erickson

/s/ ROBERT D. LARRABEE             Director
Robert D. Larrabee

/s/ STUART W. STEDMAN              Director
Stuart W. Stedman

/s/ MARK F. WILSON                 Director
Mark F. Wilson

/s/ GREG M. BRUDNICKI              Director
Greg M. Brudnicki

                                        6
<PAGE>
                                 EXHIBIT INDEX

Exhibit                                                                 Page
3.1          Amended and Restated Certificate of Incorporation of the
             Company (filed with the Commission as Exhibit 3.1 to the 
             Company's Annual Report on Form 10-K for the year ended 
             December 31, 1996, and incorporated herein by reference).
3.2          Restated Bylaws of the Company (filed with the
             Commission as Exhibit 3.2 to the Company's
             Registration Statement on Form S-1 (registration
             No. 333-5545) and incorporated herein by
             reference).
5.1          Opinion of Snell & Smith, A Professional Corporation.         8
10.1         1997 Employee Stock Purchase Plan                             9
23.1         Consent of Arthur Andersen L.L.P.                            17
23.2         Consent of Snell & Smith, A Professional Corporation
             (included in Exhibit 5.1).
24.1         Powers of Attorney (included on the signature page to this
             Registration Statement).

                                       7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17069}]
{"company-data": {"conformed-name": "CARRIAGE SERVICES INC", "cik": "0001016281", "assigned-sic": "7200", "irs-number": "760423828", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49053", "film-number": "98584542"}, "business-address": {"street1": "1300 POST OAK BLVD STE 1500", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "2815567400"}}
As filed with the Securities and Exchange Commission on March  31, 1998
                                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             CARRIAGE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                        76-0423828
    (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         Identification No.

                       1300 Post Oak Blvd., Suite 1500
                             Houston, Texas 77056
         (Address of principal executive offices, including zip code)

                        1997 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                               Melvin C. Payne
                           Chief Executive Officer
                       1300 Post Oak Blvd., Suite 1500
                             Houston, Texas 77056
                   (Name and address of agent for service)

                                (281) 556-7400
        (Telephone number, including area code, of agent for service)

                                   Copy to:

                                John T. Unger
                             Snell & Smith, P.C.
                          1000 Louisiana, Suite 1200
                             Houston, Texas 77002

                       CALCULATION OF REGISTRATION FEE
Title of                                         Proposed maximum
   securities to be             Amount to be             aggregate              Amount of
    registered                   registered           offering price (1)     registration fee
---------------------------------------------------------------------------------------------
Class A Common Stock, $.01     1,000,000 shares           $21,457,500            $6,324.06
par value

---------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.

                                     Page 1
PART II

             INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The following documents are incorporated by reference in the registration
statement:

      (a) The latest annual report on Form 10-K of Carriage Services, Inc., a
Delaware corporation (the "Company"), or, if financial statements therein are
more current, the Company's latest prospectus, other than the prospectus of
which this document is a part, filed pursuant to rule 424(b) or (c) of the
Securities and Exchange Commission under the Securities Act of 1933.

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

      (c) The description of the Company's Class A Common Stock which are
contained in the Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or reports filed for the purpose of
updating such descriptions.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date
of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

Item 4.   Description of Securities.

      Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      Not applicable.

Item 6.   Indemnification of Directors and Officers.

      The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee

                                       2
or agent of another corporation or other enterprise, against reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually incurred by him in connection with such action, suit or proceeding, if
such director, officer, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Company is required by Section 145 to
indemnify any person against reasonable expenses (including attorneys' fees)
actually incurred by him in connection with an action, suit or proceeding in
which he is a party because he is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or other enterprise, if he has
been successful, on the merits or otherwise, in the defense of the action, suit
or proceeding. Section 145 also allows a corporation to purchase and maintain
insurance on behalf of any such person against any liability asserted against
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability
under the provisions of Section 145. In addition, Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.

      Article 10 of the Company's Amended and Restated Certificate of
Incorporation (the "Charter") provides that the Company shall indemnify and hold
harmless any person who was, is, or is threatened to be made a party to a
proceeding by reason of the fact that he or she (i) is or was a director or
officer of the Company or (ii) while a director or officer of the Company, is or
was serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL. The right to indemnification under
Article 10 of the Charter is a contract right which includes, with respect to
directors and officers, the right to be paid by the Company the expenses
incurred in defending any such proceeding in advance of its disposition.

Item 7.   Exemption from Registration Claimed.

      Not applicable.

Item 8.   Exhibits.

      Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

      3.1   Amended and Restated Certificate of Incorporation of the Company
            (filed with the Commission as Exhibit 3.1 to the Company's Annual
            Report on Form 10-K for the Year Ended December 31, 1996, and
            incorporated herein by reference).

      3.2   Restated Bylaws of the Company (filed with the Commission as Exhibit
            3.2 to the Company's Registration Statement on Form S-1
            (Registration No.333-5545) and incorporated herein by reference).

                                        3
5.1   Opinion of Snell & Smith, A Professional Corporation.

     10.1   1997 Employee Stock Purchase Plan

     23.1   Consent of Arthur Andersen L.L.P.

     23.2   Consent of Snell & Smith, A Professional corporation (included in
            Exhibit 5.1).

     24.1   Powers of Attorney (included on the signature page to this
            Registration Statement).

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

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

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

            (b) To reflect in the prospectus any facts or events arising after
      the effective date of this Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement;

            (c) To include any material information with respect to the plan of
      distribution not previously disclosed in this Registration Statement or
      any material change to such information in this Registration Statement;
      provided, however, that paragraphs (1)(a) and (1)(b) 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 Exchange Act that are
      incorporated by reference in this Registration Statement.

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

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

            (4) That, for the purposes of determining any liability under the
      Securities Act, each filing of the Registrant's annual report pursuant to
      Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
      each filing of an employee benefit plan's annual report pursuant to
      Section 15(d) of the Exchange Act) that is incorporated by reference in
      this Registration Statement shall be

                                        4
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.

            (5) Insofar as indemnification for liabilities arising under the
      Securities Act 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
      Commission such indemnification is against public policy as expressed in
      the Securities Act and is, therefore, unenforceable. In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Registrant of expenses incurred or paid by a director, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being registered, the
      Registrant will, unless in the opinion of its counsel the matter has been
      settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against
      public policy as expressed in the Securities Act and will be governed by
      the final adjudication of such issue.

                                  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 Houston, State of Texas, on the 31 day of March,
1998.

                             CARRIAGE SERVICES, INC.

                             By /s/ MELVIN C. PAYNE
                             Melvin C. Payne
                             Chairman of the Board and
                             Chief Executive Officer

                                        5
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark W. Duffey and Thomas C. Livengood or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that 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 31 day of March, 1998.

SIGNATURE                          TITLE

/s/ MELVIN C. PAYNE                Chairman of the Board, Chief Executive
Melvin C. Payne                    Officer and Director (Principal Executive
                                   Officer)

/s/ MARK W. DUFFEY                 President, and Director
Mark W. Duffey

/s/ THOMAS C. LIVENGOOD            Executive Vice President, Chief Financial
Thomas C. Livengood                Officer and Secretary (Principal Financial
                                   and Accounting Officer)

/s/ C. BYRON SNYDER                Director
C. Byron Snyder

/s/ BARRY K. FINGERHUT             Director
Barry K. Fingerhut

/s/ RONALD A. ERICKSON             Director
Ronald A. Erickson

/s/ ROBERT D. LARRABEE             Director
Robert D. Larrabee

/s/ STUART W. STEDMAN              Director
Stuart W. Stedman

/s/ MARK F. WILSON                 Director
Mark F. Wilson

/s/ GREG M. BRUDNICKI              Director
Greg M. Brudnicki

                                        6
EXHIBIT INDEX

Exhibit                                                                 Page
3.1          Amended and Restated Certificate of Incorporation of the
             Company (filed with the Commission as Exhibit 3.1 to the 
             Company's Annual Report on Form 10-K for the year ended 
             December 31, 1996, and incorporated herein by reference).
3.2          Restated Bylaws of the Company (filed with the
             Commission as Exhibit 3.2 to the Company's
             Registration Statement on Form S-1 (registration
             No. 333-5545) and incorporated herein by
             reference).
5.1          Opinion of Snell & Smith, A Professional Corporation.         8
10.1         1997 Employee Stock Purchase Plan                             9
23.1         Consent of Arthur Andersen L.L.P.                            17
23.2         Consent of Snell & Smith, A Professional Corporation
             (included in Exhibit 5.1).
24.1         Powers of Attorney (included on the signature page to this
             Registration Statement).

                                       7