As filed with the Securities and Exchange Commission on October 15, 1998
                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


 INCORPORATED                COMAIR HOLDINGS, INC.             I.R.S. EMPLOYER
UNDER THE LAWS             CINCINNATI/NORTHERN KENTUCKY       IDENTIFICATION NO.
 OF KENTUCKY                 INTERNATIONAL AIRPORT                 31-1243613
                                P.O. BOX 75021
                             CINCINNATI, OHIO 45275
                                 (606) 767-2550


                  1998 COMAIR HOLDINGS, INC. STOCK OPTION PLAN


                              GARY P. KREIDER, ESQ.
                       KEATING, MUETHING & KLEKAMP, P.L.L.
                             ONE EAST FOURTH STREET
                             CINCINNATI, OHIO 45202
                              PHONE: (513) 579-6411
                            FACSIMILE (513) 579-6956
                   -------------------------------------------
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                   PROPOSED         PROPOSED
                                                    MAXIMUM          MAXIMUM
    TITLE OF          AMOUNT        OFFERING        AGGREGATE        AMOUNT OF
   SECURITIES          TO BE         PRICE          OFFERING       REGISTRATION
TO BE REGISTERED    REGISTERED    PER SHARE(1)       PRICE(1)          FEE(2)
--------------------------------------------------------------------------------
 Common Stock,     3,500,000
 No par value        Shares         $21-5/8       $75,687,500         $22,328
--------------------------------------------------------------------------------

(1)     Estimated to calculate registration fee.

(2)     Calculated  pursuant to Rule 457(h) based on the average of the high and
        low prices of the Common Stock on the Nasdaq  National Market on October
        9, 1998 of $21-5/8 per share.


<PAGE>



                                      - 2 -


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Comair Holdings,  Inc. with the Securities
and Exchange  Commission  are  incorporated  herein by reference and made a part
hereof:

     1.   Annual Report on Form 10-K for the year ended March 31, 1998.

     2.   Quarterly Report on Form 10-Q, as amended,  for the quarter ended June
          30, 1998.

     3.   The  description of Common Stock  contained in a Form 8-A filed by the
          Company with the Commission on September 14, 1981.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all Common  Stock  offered has been sold or which  deregisters  all Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.


ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby will be passed upon for the
Registrant by Keating,  Muething & Klekamp,  P.L.L.,  1800 Provident  Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Richard D. Siegel,  the Company's
Secretary,  is a partner of Keating,  Muething & Klekamp,  P.L.L.  Attorneys  of
Keating, Muething & Klekamp own approximately 119,743 shares of the Registrant's
Common Stock.




<PAGE>



                                      - 3 -


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  271B.8-500 et seq. of the Kentucky 1988 Business  Corporation  Act
(the "Act") allows  indemnification  by the Registrant of any individual made or
threatened  to be made a party to any  proceeding,  except a proceeding by or in
the right of the Registrant, by reason of the fact that he is or was a director,
officer,  employee  or  agent of the  Registrant,  against  liability  incurred,
including  judgements  and  fines,  if he  acted in good  faith  and in a manner
reasonably  believed to be (i) in the case of conduct in his  official  capacity
with the  Registrant,  in the best  interests of the  Registrant and (ii) in all
other cases, at least not opposed to the best interests of the  Registrant,  and
with  respect to  criminal  actions,  no  reasonable  cause to believe  that his
conduct was unlawful.  Indemnification is not permitted in a proceeding in which
the  individual  is  adjudged  liable on the basis  that  personal  benefit  was
improperly  received.  Similar  provisions apply to actions brought by or in the
right  of the  Registrant,  except  that no  indemnification  shall be made in a
proceeding  in which  the  individual  shall  have been  adjudged  liable to the
Registrant,  unless a court  determines that in light of all the  circumstances,
such  person  is  entitled  to  indemnification.  Indemnification  permitted  in
connection  with a proceeding by or in the right of the Registrant is limited to
reasonable  expenses  incurred in  connection  with the  proceeding.  Permissive
indemnification is to be made by a court of competent jurisdiction, the majority
vote of a quorum of disinterested  directors, the written opinion of independent
counsel or by the shareholders. The right to indemnification is mandatory in the
case of a  director  or  officer  who is  wholly  successful,  on the  merits or
otherwise,  in the defense of any  proceeding to which he was a party because he
is or was an officer or director of the  Registrant.  Mandatory  indemnification
may be made by a court of competent jurisdiction.

     Article V of the Registrant's  By-Laws provides that the Registrant  shall,
to the fullest  extent  permitted by the Act,  indemnify  officers and directors
against  all costs and  expenses,  including  judgments  and  fines,  reasonably
incurred  in  connection  with a  defense  of any  claim  asserted  or  suit  or
proceeding  brought  against  such  person by reason of  conduct or actions as a
director or officer.  The Registrant may provide  indemnification  for any other
person the Registrant has the power to indemnify under the Act.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


ITEM 8. EXHIBITS


  Exhibit 4       1998 Comair Holdings, Inc. Stock Option Plan
  Exhibit 5       Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1    Consent of Arthur Andersen LLP



<PAGE>



                                      - 4 -



  Exhibit 23.2    Consent of Keating, Muething & Klekamp, P.L.L. (included in
                  Exhibit 5)
  Exhibit 24      Power of Attorney (contained on the signature page)


ITEM 9. UNDERTAKINGS

     9.1 The Registrant  hereby  undertakes 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 increase or decrease in volume
               of  securities  offered (if the total dollar value of  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 (1) and (2) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission 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.

     9.2 The undersigned  Registrant  hereby undertakes 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.

     9.3  The   undersigned   Registrant   hereby   undertakes  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.


<PAGE>



                                      - 5 -




     9.4 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.

     9.5 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer or controlling  person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



<PAGE>



                                      - 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 Cincinnati, Ohio, on October 15, 1998

                                                   COMAIR HOLDINGS, INC.

                                                   By:/s/ David R. Mueller
                                                      --------------------------
                                                      David R. Mueller
                                                      Chairman of the Board and
                                                      Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Persons whose names are marked with an
asterisk (*) below hereby designate David R. Mueller or David A. Siebenburgen as
their  attorney-in-fact  to sign all  amendments,  including any  post-effective
amend ments, to this Registration Statement.

           Signature                     Capacity                    Date
           ---------                     --------                    ----

*/s/ David R. Mueller
---------------------------     Chairman of the Board, Chief    October 15, 1998
David R. Mueller                Chief Executive Officer
                                and Director

*/s/ David A. Siebenburgen
----------------------------    President, Chief Operating      October 15, 1998
David A. Siebenburgen           Officer and Director

*/s/ Randy D. Rademacher
----------------------------    Sr. Vice President Finance      October 15, 1998
Randy D. Rademacher             Chief Financial Officer
                                (Chief Accounting Officer)

*/s/ Gerald L. Wolken
----------------------------    Director                        October 15, 1998
Gerald L. Wolken

*/s/ Robert H. Castellini
----------------------------    Director                        October 15, 1998
Robert H. Castellini

*/s/ John A. Haas
----------------------------    Director                        October 15, 1998
John A. Haas
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR COMAIR HOLDINGS STOCK OPTION PLAN", "secsgml_size_bytes": 14455}]
{"company-data": {"conformed-name": "COMAIR HOLDINGS INC", "cik": "0000835344", "assigned-sic": "4512", "irs-number": "311243613", "state-of-incorporation": "KY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65705", "film-number": "98726010"}, "business-address": {"street1": "P O BOX 75021  CINCINNATI NORTHERN", "street2": "KENTUCKY INTERNATIONAL AIRPORT", "city": "CINCINNATI", "state": "OH", "zip": "45275", "phone": "6067672550"}}
As filed with the Securities and Exchange Commission on October 15, 1998
                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

 INCORPORATED                COMAIR HOLDINGS, INC.             I.R.S. EMPLOYER
UNDER THE LAWS             CINCINNATI/NORTHERN KENTUCKY       IDENTIFICATION NO.
 OF KENTUCKY                 INTERNATIONAL AIRPORT                 31-1243613
                                P.O. BOX 75021
                             CINCINNATI, OHIO 45275
                                 (606) 767-2550

                  1998 COMAIR HOLDINGS, INC. STOCK OPTION PLAN

                              GARY P. KREIDER, ESQ.
                       KEATING, MUETHING & KLEKAMP, P.L.L.
                             ONE EAST FOURTH STREET
                             CINCINNATI, OHIO 45202
                              PHONE: (513) 579-6411
                            FACSIMILE (513) 579-6956
                   -------------------------------------------
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                   PROPOSED         PROPOSED
                                                    MAXIMUM          MAXIMUM
    TITLE OF          AMOUNT        OFFERING        AGGREGATE        AMOUNT OF
   SECURITIES          TO BE         PRICE          OFFERING       REGISTRATION
TO BE REGISTERED    REGISTERED    PER SHARE(1)       PRICE(1)          FEE(2)
--------------------------------------------------------------------------------
 Common Stock,     3,500,000
 No par value        Shares         $21-5/8       $75,687,500         $22,328
--------------------------------------------------------------------------------

(1)     Estimated to calculate registration fee.

(2)     Calculated  pursuant to Rule 457(h) based on the average of the high and
        low prices of the Common Stock on the Nasdaq  National Market on October
        9, 1998 of $21-5/8 per share.
- 2 -

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Comair Holdings,  Inc. with the Securities
and Exchange  Commission  are  incorporated  herein by reference and made a part
hereof:

     1.   Annual Report on Form 10-K for the year ended March 31, 1998.

     2.   Quarterly Report on Form 10-Q, as amended,  for the quarter ended June
          30, 1998.

     3.   The  description of Common Stock  contained in a Form 8-A filed by the
          Company with the Commission on September 14, 1981.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all Common  Stock  offered has been sold or which  deregisters  all Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby will be passed upon for the
Registrant by Keating,  Muething & Klekamp,  P.L.L.,  1800 Provident  Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Richard D. Siegel,  the Company's
Secretary,  is a partner of Keating,  Muething & Klekamp,  P.L.L.  Attorneys  of
Keating, Muething & Klekamp own approximately 119,743 shares of the Registrant's
Common Stock.
- 3 -

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  271B.8-500 et seq. of the Kentucky 1988 Business  Corporation  Act
(the "Act") allows  indemnification  by the Registrant of any individual made or
threatened  to be made a party to any  proceeding,  except a proceeding by or in
the right of the Registrant, by reason of the fact that he is or was a director,
officer,  employee  or  agent of the  Registrant,  against  liability  incurred,
including  judgements  and  fines,  if he  acted in good  faith  and in a manner
reasonably  believed to be (i) in the case of conduct in his  official  capacity
with the  Registrant,  in the best  interests of the  Registrant and (ii) in all
other cases, at least not opposed to the best interests of the  Registrant,  and
with  respect to  criminal  actions,  no  reasonable  cause to believe  that his
conduct was unlawful.  Indemnification is not permitted in a proceeding in which
the  individual  is  adjudged  liable on the basis  that  personal  benefit  was
improperly  received.  Similar  provisions apply to actions brought by or in the
right  of the  Registrant,  except  that no  indemnification  shall be made in a
proceeding  in which  the  individual  shall  have been  adjudged  liable to the
Registrant,  unless a court  determines that in light of all the  circumstances,
such  person  is  entitled  to  indemnification.  Indemnification  permitted  in
connection  with a proceeding by or in the right of the Registrant is limited to
reasonable  expenses  incurred in  connection  with the  proceeding.  Permissive
indemnification is to be made by a court of competent jurisdiction, the majority
vote of a quorum of disinterested  directors, the written opinion of independent
counsel or by the shareholders. The right to indemnification is mandatory in the
case of a  director  or  officer  who is  wholly  successful,  on the  merits or
otherwise,  in the defense of any  proceeding to which he was a party because he
is or was an officer or director of the  Registrant.  Mandatory  indemnification
may be made by a court of competent jurisdiction.

     Article V of the Registrant's  By-Laws provides that the Registrant  shall,
to the fullest  extent  permitted by the Act,  indemnify  officers and directors
against  all costs and  expenses,  including  judgments  and  fines,  reasonably
incurred  in  connection  with a  defense  of any  claim  asserted  or  suit  or
proceeding  brought  against  such  person by reason of  conduct or actions as a
director or officer.  The Registrant may provide  indemnification  for any other
person the Registrant has the power to indemnify under the Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

  Exhibit 4       1998 Comair Holdings, Inc. Stock Option Plan
  Exhibit 5       Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1    Consent of Arthur Andersen LLP
- 4 -

  Exhibit 23.2    Consent of Keating, Muething & Klekamp, P.L.L. (included in
                  Exhibit 5)
  Exhibit 24      Power of Attorney (contained on the signature page)

ITEM 9. UNDERTAKINGS

     9.1 The Registrant  hereby  undertakes 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 increase or decrease in volume
               of  securities  offered (if the total dollar value of  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 (1) and (2) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission 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.

     9.2 The undersigned  Registrant  hereby undertakes 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.

     9.3  The   undersigned   Registrant   hereby   undertakes  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.
- 5 -

     9.4 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.

     9.5 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer or controlling  person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
- 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 Cincinnati, Ohio, on October 15, 1998

                                                   COMAIR HOLDINGS, INC.

                                                   By:/s/ David R. Mueller
                                                      --------------------------
                                                      David R. Mueller
                                                      Chairman of the Board and
                                                      Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Persons whose names are marked with an
asterisk (*) below hereby designate David R. Mueller or David A. Siebenburgen as
their  attorney-in-fact  to sign all  amendments,  including any  post-effective
amend ments, to this Registration Statement.

           Signature                     Capacity                    Date
           ---------                     --------                    ----

*/s/ David R. Mueller
---------------------------     Chairman of the Board, Chief    October 15, 1998
David R. Mueller                Chief Executive Officer
                                and Director

*/s/ David A. Siebenburgen
----------------------------    President, Chief Operating      October 15, 1998
David A. Siebenburgen           Officer and Director

*/s/ Randy D. Rademacher
----------------------------    Sr. Vice President Finance      October 15, 1998
Randy D. Rademacher             Chief Financial Officer
                                (Chief Accounting Officer)

*/s/ Gerald L. Wolken
----------------------------    Director                        October 15, 1998
Gerald L. Wolken

*/s/ Robert H. Castellini
----------------------------    Director                        October 15, 1998
Robert H. Castellini

*/s/ John A. Haas
----------------------------    Director                        October 15, 1998
John A. Haas