<PAGE>   1

   As Filed With the Securities and Exchange Commission on September 25, 1998

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                            MICRO GENERAL CORPORATION
             (Exact name of registrant as specified in its charter)


           Delaware                                         95-2621545
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


                   14711 Bentley Circle, Tustin, CA 92780-7226
               (Address of Principal Executive Offices) (Zip Code)

                                   ----------

                            1998 STOCK INCENTIVE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                   ----------

                                M'Liss Jones Kane
                          Vice President and Secretary
                            Micro General Corporation
                   14711 Bentley Circle, Tustin, CA 92780-7226
                     (Name and address of agent for service)
                                 (714) 731-0557
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             J. Michael Vaughn, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
                                        Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be         Offering           Aggregate         Amount of
 To Be Registered     Registered(1)    Price Per Share(2)  Offering Price(2)  Registration Fee
----------------------------------------------------------------------------------------------
<S>                    <C>                  <C>               <C>               <C>
   Common Stock,
   $.05 par value   1,227,250(3) shares      $4.83            $5,923,345         $1,747.39

   Common Stock,
   $.05 par value     272,750(3) shares      $3.75            $1,022,813         $  301.73

   Common Stock,       
   $.05 par value     800,000(4) shares      $3.75            $3,000,000         $  885.00
===============================================================================================
</TABLE>

(1) Also registered hereunder are an indeterminate number of shares which may
    become issuable pursuant to the anti-dilution adjustment provisions of the
    Registrant's 1998 Stock Incentive Plan (the "Incentive Plan") and the 1998
    Employee Stock Purchase Plan (the "Purchase Plan").

(2) In accordance with Rule 457(h), the aggregate offering price of the 272,750
    shares of Common Stock and 800,000 shares of Common Stock registered hereby
    is estimated, solely for purposes of calculating the registration fee, on
    the basis of the price of securities of the same class, as determined in
    accordance with Rule 457(c), using the average of the bid and the asked
    prices reported by the over-the-counter market for the Common Stock on
    September 18, 1998, which was $3.75 per share. The calculation of the
    registration fee for the 1,227,250 shares of Common Stock already granted
    under stock option agreements is based on the weighted average exercise
    price at the date of grant which is $4.83.

(3) Issuable pursuant to the Incentive Plan. 

(4) Issuable pursuant to the Purchase Plan.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Micro General Corporation (the
"Registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement:

         (a) The Company's Annual Report on Form 10-K for the year ended
             December 31, 1997, as amended;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarterly
             periods ended March 31, 1998 and June 30, 1998;

         (c) The Company's Current Report on Form 8-K dated May 14, 1998, as
             amended; and

         (d) The description of the Registrant's common stock, par value $.05
             per share (the "Common Stock"), contained in the Registrant'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 documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities 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 of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

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 Registrant's Certificate of Incorporation eliminates the liability
of the Registrant's directors for monetary damages for breach of fiduciary duty
as directors to the maximum extent provided by Delaware Law. The Registrant's
Bylaws provide that the Registrant shall indemnify its officers, directors and
persons who are or were serving as officers or directors of another entity at
the request of the Corporation to the maximum extent permitted by Delaware Law.

         Section 145 of the DGCL provides that a corporation may indemnify any
person made a party to an action (other than an action by or in the right of the
corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.


                                      II-1


<PAGE>   3

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

   Number   Description
   ------   -----------
    4.1     1998 Stock Incentive Plan.

    4.2     1998 Employee Stock Purchase Plan.

    5.1     Opinion of Stradling Yocca Carlson & Rauth.

   23.2     Consent of KPMG Peat Marwick LLP, independent auditors, with respect
            to the financial statements of ACS Systems, Inc.

   23.3     Consent of Stradling Yocca Carlson & Rauth (included in the Opinion
            filed as Exhibit 5.1).

   24.1     Power of Attorney (included on the signature page).

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

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

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

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

             (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement.

             Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by these 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.


                                      II-2


<PAGE>   4

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of 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.


                                      II-3

<PAGE>   5
]
                                   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 Tustin, State of California, on the 23rd day of
September, 1998.


                                             MICRO GENERAL CORPORATION


                                             By: /s/ Patrick F. Stone
                                                -----------------------
                                                Patrick F. Stone
                                                Chief Executive Officer


                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Micro General
Corporation, do hereby make, constitute and appoint William P. Foley, II,
Patrick F. Stone and S. Bruce Crair, and each of them acting individually, our
true and lawful attorneys-in-fact and agents, with power to act without any
other and with full power of substitution, to do any and all acts and things in
our name and behalf in our capacities as directors and officers, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, or any related Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or 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 each of said
attorneys-in-fact and agents, 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 date indicated.

<TABLE>
<CAPTION>

         Signature                               Title                        Date
         ---------                               -----                        ----
<S>                                 <C>                               <C>                 
                                                                                          
                                                                                          
  /s/ William P. Foley, II             Chairman of the Board           September 23, 1998 
--------------------------------                                                          
      William P. Foley, II                                                                
                                                                                          
                                                                                          
    /s/ Patrick F. Stone              Chief Executive Officer                             
---------------------------------           and Director               September 23, 1998 
        Patrick F. Stone           (Principal Executive Officer)                          
                                                                                          
                                                                                          
     /s/ Anthony J. Park          Vice President, Chief Financial                         
---------------------------------      Officer and Treasurer                              
         Anthony J. Park          (Principal Financial Officer and     September 23, 1998 
                                   Principal Accounting Officer)                          
                                                                                          
                                                                                          
---------------------------------             Director                 September __, 1998 
         S. Bruce Crair                                                                   
                                                                                          
   /s/ Thomas E. Pistilli
---------------------------------             Director                 September 23, 1998 
       Thomas E. Pistilli                                                                 
                                                                                          
    /s/ Richard F. Pickup
---------------------------------             Director                 September 21, 1998 
        Richard F. Pickup                                                                 

     /s/ Carl A. Strunk
---------------------------------             Director                 September 23, 1998 
         Carl A. Strunk                                                                   
                                                                                          
                                                                                          
---------------------------------             Director                 September __, 1998 
        George E. Olenik                                                                  
                                                                                          
                                                                                          
---------------------------------             Director                 September __, 1998 
        John R. Snedegar                                                                  
</TABLE>


                                      II-4

<PAGE>   6

                                  EXHIBIT INDEX

Exhibit
Number                 Description
-------                -----------

   4.1      1998 Stock Incentive Plan.

   4.2      1998 Employee Stock Purchase Plan.

   5.1      Opinion of Stradling Yocca Carlson & Rauth.

  23.2      Consent of KPMG Peat Marwick LLP, independent auditors, with respect
            to the financial statements of ACS Systems, Inc.

  23.3      Consent of Stradling Yocca Carlson & Rauth (included in the Opinion
            filed as Exhibit 5.1).

  24.1      Power of Attorney (included on the signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18983}]
{"company-data": {"conformed-name": "MICRO GENERAL CORP", "cik": "0000067383", "assigned-sic": "3590", "irs-number": "952621545", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64289", "film-number": "98714976"}, "business-address": {"street1": "14711 BENTLEY CIRCLE", "city": "TUSTIN", "state": "CA", "zip": "92780-7226", "phone": "7147310557"}, "mail-address": {"street1": "14711 BENTLEY CIRCLE", "city": "TUSTIN", "state": "CA", "zip": "927807226"}, "former-company": {"former-conformed-name": "MODULEARN INC", "date-changed": "19810813"}}
1

   As Filed With the Securities and Exchange Commission on September 25, 1998

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                            MICRO GENERAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                         95-2621545
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                   14711 Bentley Circle, Tustin, CA 92780-7226
               (Address of Principal Executive Offices) (Zip Code)

                                   ----------

                            1998 STOCK INCENTIVE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                   ----------

                                M'Liss Jones Kane
                          Vice President and Secretary
                            Micro General Corporation
                   14711 Bentley Circle, Tustin, CA 92780-7226
                     (Name and address of agent for service)
                                 (714) 731-0557
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             J. Michael Vaughn, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                        Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be         Offering           Aggregate         Amount of
 To Be Registered     Registered(1)    Price Per Share(2)  Offering Price(2)  Registration Fee
----------------------------------------------------------------------------------------------
Common Stock,
   $.05 par value   1,227,250(3) shares      $4.83            $5,923,345         $1,747.39

   Common Stock,
   $.05 par value     272,750(3) shares      $3.75            $1,022,813         $  301.73

   Common Stock,       
   $.05 par value     800,000(4) shares      $3.75            $3,000,000         $  885.00
===============================================================================================
(1) Also registered hereunder are an indeterminate number of shares which may
    become issuable pursuant to the anti-dilution adjustment provisions of the
    Registrant's 1998 Stock Incentive Plan (the "Incentive Plan") and the 1998
    Employee Stock Purchase Plan (the "Purchase Plan").

(2) In accordance with Rule 457(h), the aggregate offering price of the 272,750
    shares of Common Stock and 800,000 shares of Common Stock registered hereby
    is estimated, solely for purposes of calculating the registration fee, on
    the basis of the price of securities of the same class, as determined in
    accordance with Rule 457(c), using the average of the bid and the asked
    prices reported by the over-the-counter market for the Common Stock on
    September 18, 1998, which was $3.75 per share. The calculation of the
    registration fee for the 1,227,250 shares of Common Stock already granted
    under stock option agreements is based on the weighted average exercise
    price at the date of grant which is $4.83.

(3) Issuable pursuant to the Incentive Plan. 

(4) Issuable pursuant to the Purchase Plan.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Micro General Corporation (the
"Registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registration statement:

         (a) The Company's Annual Report on Form 10-K for the year ended
             December 31, 1997, as amended;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarterly
             periods ended March 31, 1998 and June 30, 1998;

         (c) The Company's Current Report on Form 8-K dated May 14, 1998, as
             amended; and

         (d) The description of the Registrant's common stock, par value $.05
             per share (the "Common Stock"), contained in the Registrant'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 documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities 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 of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

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 Registrant's Certificate of Incorporation eliminates the liability
of the Registrant's directors for monetary damages for breach of fiduciary duty
as directors to the maximum extent provided by Delaware Law. The Registrant's
Bylaws provide that the Registrant shall indemnify its officers, directors and
persons who are or were serving as officers or directors of another entity at
the request of the Corporation to the maximum extent permitted by Delaware Law.

         Section 145 of the DGCL provides that a corporation may indemnify any
person made a party to an action (other than an action by or in the right of the
corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.

                                      II-1
3

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

   Number   Description
   ------   -----------
    4.1     1998 Stock Incentive Plan.

    4.2     1998 Employee Stock Purchase Plan.

    5.1     Opinion of Stradling Yocca Carlson & Rauth.

   23.2     Consent of KPMG Peat Marwick LLP, independent auditors, with respect
            to the financial statements of ACS Systems, Inc.

   23.3     Consent of Stradling Yocca Carlson & Rauth (included in the Opinion
            filed as Exhibit 5.1).

   24.1     Power of Attorney (included on the signature page).

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

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

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

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

             (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement.

             Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by these 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.

                                      II-2
4

             (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of 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.

                                      II-3
5
]
                                   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 Tustin, State of California, on the 23rd day of
September, 1998.

                                             MICRO GENERAL CORPORATION

                                             By: /s/ Patrick F. Stone
                                                -----------------------
                                                Patrick F. Stone
                                                Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Micro General
Corporation, do hereby make, constitute and appoint William P. Foley, II,
Patrick F. Stone and S. Bruce Crair, and each of them acting individually, our
true and lawful attorneys-in-fact and agents, with power to act without any
other and with full power of substitution, to do any and all acts and things in
our name and behalf in our capacities as directors and officers, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, or any related Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or 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 each of said
attorneys-in-fact and agents, 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 date indicated.
Signature                               Title                        Date
         ---------                               -----                        ----
/s/ William P. Foley, II             Chairman of the Board           September 23, 1998 
--------------------------------                                                          
      William P. Foley, II                                                                
                                                                                          
                                                                                          
    /s/ Patrick F. Stone              Chief Executive Officer                             
---------------------------------           and Director               September 23, 1998 
        Patrick F. Stone           (Principal Executive Officer)                          
                                                                                          
                                                                                          
     /s/ Anthony J. Park          Vice President, Chief Financial                         
---------------------------------      Officer and Treasurer                              
         Anthony J. Park          (Principal Financial Officer and     September 23, 1998 
                                   Principal Accounting Officer)                          
                                                                                          
                                                                                          
---------------------------------             Director                 September __, 1998 
         S. Bruce Crair                                                                   
                                                                                          
   /s/ Thomas E. Pistilli
---------------------------------             Director                 September 23, 1998 
       Thomas E. Pistilli                                                                 
                                                                                          
    /s/ Richard F. Pickup
---------------------------------             Director                 September 21, 1998 
        Richard F. Pickup                                                                 

     /s/ Carl A. Strunk
---------------------------------             Director                 September 23, 1998 
         Carl A. Strunk                                                                   
                                                                                          
                                                                                          
---------------------------------             Director                 September __, 1998 
        George E. Olenik                                                                  
                                                                                          
                                                                                          
---------------------------------             Director                 September __, 1998 
        John R. Snedegar
II-4
6

                                  EXHIBIT INDEX

Exhibit
Number                 Description
-------                -----------

   4.1      1998 Stock Incentive Plan.

   4.2      1998 Employee Stock Purchase Plan.

   5.1      Opinion of Stradling Yocca Carlson & Rauth.

  23.2      Consent of KPMG Peat Marwick LLP, independent auditors, with respect
            to the financial statements of ACS Systems, Inc.

  23.3      Consent of Stradling Yocca Carlson & Rauth (included in the Opinion
            filed as Exhibit 5.1).

  24.1      Power of Attorney (included on the signature page).