As filed with the Securities and Exchange Commission on November 14, 2000.

                                                      Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                                  ELCOTEL, INC.
               (Exact name of issuer as specified in its charter)

         Delaware                                                 59-2518405
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

                  6428 Parkland Drive, Sarasota, Florida 34243
                    (Address of principal executive offices)

                      Elcotel, Inc. 1991 Stock Option Plan
                            (Full title of the plan)

                               William H. Thompson
                Senior Vice President, Administration & Finance,
                      Chief Financial Officer and Secretary
                                  Elcotel, Inc.
                               6428 Parkland Drive
                             Sarasota, Florida 34243
                     (Name and address of agent for service)

                                 (941) 758-0389
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Larry P. Laubach, Esquire
                      Schnader, Harrison, Segal & Lewis LLP
                                   Suite 3600
                               1600 Market Street
                        Philadelphia, Pennsylvania 19103
                            Telephone: (215) 751-2360


<PAGE>

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

                         CALCULATION OF REGISTRATION FEE

================================================================================

<TABLE>
<CAPTION>
     Title of
    Securities             Amount to     Proposed Maximum    Proposed Maximum      Amount of
       to be                  be          Offering Price    Aggregate Offering    Registration
    Registered          Registered (1)     per Share (2)           Price (2)         Fee (2)
    ----------          --------------   ----------------   ------------------    ------------

<S>                        <C>                <C>                <C>                 <C>
Common Stock, par          500,000            $.719              $359,500            $94.90
value $.01 per share       shares
</TABLE>

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

(1)   Pursuant  to  Rule  416(a)  under  the  Securities   Act  of  1933,   this
      Registration  Statement also covers any additional  shares of Common Stock
      which become issuable under the Elcotel,  Inc. 1991 Stock Option Plan as a
      result of stock splits, stock dividends or similar transactions.

(2)   Calculated  solely for the purpose of determining the  registration fee in
      accordance  with Rule  457(h),  based upon the average of the high and low
      prices of a share of Common Stock of Elcotel,  Inc. on the Nasdaq National
      Market on November 10, 2000, which was $.719 per share.


                                      -2-
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

      The following  documents filed with the Securities and Exchange Commission
are hereby incorporated by reference in the Registration Statement:

      (a)   The  annual  report of the  Company  on Form 10-K for the year ended
            March 31, 2000;

      (b)   The  quarterly  reports of the  Company on Form 10-Q for the quarter
            ended June 30, 2000 and all other reports filed  pursuant to Section
            13(a) or 15(d) of the Exchange Act since March 31, 2000;

      (c)   The  Description  of Securities  contained in Item 1 of the Form 8-A
            dated  November 21,  1986,  filed with the  Securities  and Exchange
            Commission on November 26, 1986.

      In addition,  all documents  subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all 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.

      Any statement contained herein or in a 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
earlier statement.  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.


                                      II-1
<PAGE>

Item 6. Indemnification of Directors and Officers.

      Section 145 of the General  Corporation  Law of the State of Delaware (the
"DGCL")  provides  that a  corporation  has the power to  indemnify  a director,
officer,  employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid and
expenses  incurred in connection with an action or proceeding to which he or she
is or is  threatened  to be made a party by  reason  of such  position,  if such
person has 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,  in any
criminal  proceeding,  if such person had no reasonable  cause to believe his or
her conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification may be made with respect to any
matter as to which such person has been adjudged to be liable to the corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification is proper under the circumstances.

      The  Company's  Bylaws  provide that it shall  indemnify  its officers and
directors to the fullest extent  permitted by the Delaware  General  Corporation
Law against expenses, judgments, fines and amounts paid in settlement reasonably
incurred by such person in connection  with any legal action against such person
by reason of the fact that such person is or was a director, officer or employee
of the Company or served at the request of the Company as an officer or director
of another entity if such person acted in good faith and in a manner such person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company and with respect to any criminal  action,  such person had no reasonable
cause to believe his conduct was unlawful.

      The Company's  Certificate of Incorporation  contains a provision limiting
directors' liability under certain circumstances, which provides that a director
is not personally  liable to the  corporation or its  stockholders  for monetary
damages for breach of fiduciary duty as a director,  except for liability to the
extent  provided by  applicable  law (i) for any breach of a director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under  Section 174 of the Delaware  General  Corporation  Law (which
deals  with  willful  or  negligent  payment  of  unlawful  dividends  or  stock
redemptions),  or (iv) for any  transaction  from which the director  derived an
improper personal benefit.  Statutory  authority for such provision is contained
in Section 102(b)(7) of the DGCL.

Item 7. Exemption From Registration Claimed.

      Not applicable.

Item 8. Exhibits

      The  exhibits  required  by Item 601 of  Regulation  S-K and this item are
included  following the Exhibit Index at Page E-1, all of which are incorporated
herein by reference.

Item 9. Undertakings.

      (a)   The undersigned registrant hereby undertakes to:

            (1)   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;


                                      II-2
<PAGE>

                        (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; and

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

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the Registration  Statement is on Form S-3 or Form S-8, and
            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   Exchange  Act  that  are
            incorporated by reference in the 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 Plan.

(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 (and, where applicable, each filing
      of the employee  benefit plan's annual report pursuant to 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>

                                   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 Sarasota, State of Florida on November 14, 2000.

                                     ELCOTEL, INC.

                                     By:  /s/ Michael J. Boyle
                                          --------------------------------------
                                          Michael J. Boyle
                                          President, Chief Executive Officer and
                                          Chairman of the Board

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

By: /s/ Michael J. Boyle             President & Chief         November 14, 2000
    ---------------------------      Executive Officer,
         Michael J. Boyle            Director and Chairman
                                     of the Board

By: /s/ William H. Thompson          Senior Vice President,    November 14, 2000
    ---------------------------      Chief Financial Officer,
         William H. Thompson         Secretary (principal
                                     financial officer)

By: /s/ Scott M. Klein               Controller (principal     November 14, 2000
    ---------------------------      accounting officer)
         Scott M. Klein

By: /s/ Charles H. Moore             Director                  November 9, 2000
    ---------------------------
         Charles H. Moore

By: /s/ Thomas E. Patton             Director                  November 10, 2000
    ---------------------------
         Thomas E. Patton

By: /s/ Mark L. Plaumann             Director                  November 14, 2000
    ---------------------------
         Mark L. Plaumann


                                      II-4
<PAGE>

                                  EXHIBIT INDEX

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

4.1      Certificate of Incorporation,  as amended (incorporated by reference to
         Exhibit 3.1 to the  Registrant's  Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1999)

4.2      By-Laws,  as amended  (incorporated  by reference to Exhibit 3.2 to the
         Registrant's Annual Report on Form 10-K for year ended March 31, 1992)

5.1      Opinion of Schnader Harrison Segal & Lewis LLP (filed herewith)

23.1     Consent of Deloitte & Touche LLP (filed herewith)

23.2     Consent of Schnader  Harrison  Segal & Lewis LLP  (included  in Exhibit
         5.1)


                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16542}]
{"company-data": {"conformed-name": "ELCOTEL INC", "cik": "0000801448", "assigned-sic": "3661", "irs-number": "592518405", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49894", "film-number": "764985"}, "business-address": {"street1": "6428 PARKLAND DR", "city": "SARASOTA", "state": "FL", "zip": "34243", "phone": "9417580389"}, "mail-address": {"street1": "6428 PARKLAND DR", "city": "SARASOTA", "state": "FL", "zip": "34243"}}
As filed with the Securities and Exchange Commission on November 14, 2000.

                                                      Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                                  ELCOTEL, INC.
               (Exact name of issuer as specified in its charter)

         Delaware                                                 59-2518405
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

                  6428 Parkland Drive, Sarasota, Florida 34243
                    (Address of principal executive offices)

                      Elcotel, Inc. 1991 Stock Option Plan
                            (Full title of the plan)

                               William H. Thompson
                Senior Vice President, Administration & Finance,
                      Chief Financial Officer and Secretary
                                  Elcotel, Inc.
                               6428 Parkland Drive
                             Sarasota, Florida 34243
                     (Name and address of agent for service)

                                 (941) 758-0389
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Larry P. Laubach, Esquire
                      Schnader, Harrison, Segal & Lewis LLP
                                   Suite 3600
                               1600 Market Street
                        Philadelphia, Pennsylvania 19103
                            Telephone: (215) 751-2360
--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of
    Securities             Amount to     Proposed Maximum    Proposed Maximum      Amount of
       to be                  be          Offering Price    Aggregate Offering    Registration
    Registered          Registered (1)     per Share (2)           Price (2)         Fee (2)
    ----------          --------------   ----------------   ------------------    ------------
Common Stock, par          500,000            $.719              $359,500            $94.90
value $.01 per share       shares
--------------------------------------------------------------------------------

(1)   Pursuant  to  Rule  416(a)  under  the  Securities   Act  of  1933,   this
      Registration  Statement also covers any additional  shares of Common Stock
      which become issuable under the Elcotel,  Inc. 1991 Stock Option Plan as a
      result of stock splits, stock dividends or similar transactions.

(2)   Calculated  solely for the purpose of determining the  registration fee in
      accordance  with Rule  457(h),  based upon the average of the high and low
      prices of a share of Common Stock of Elcotel,  Inc. on the Nasdaq National
      Market on November 10, 2000, which was $.719 per share.

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

      The following  documents filed with the Securities and Exchange Commission
are hereby incorporated by reference in the Registration Statement:

      (a)   The  annual  report of the  Company  on Form 10-K for the year ended
            March 31, 2000;

      (b)   The  quarterly  reports of the  Company on Form 10-Q for the quarter
            ended June 30, 2000 and all other reports filed  pursuant to Section
            13(a) or 15(d) of the Exchange Act since March 31, 2000;

      (c)   The  Description  of Securities  contained in Item 1 of the Form 8-A
            dated  November 21,  1986,  filed with the  Securities  and Exchange
            Commission on November 26, 1986.

      In addition,  all documents  subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all 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.

      Any statement contained herein or in a 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
earlier statement.  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.

                                      II-1
Item 6. Indemnification of Directors and Officers.

      Section 145 of the General  Corporation  Law of the State of Delaware (the
"DGCL")  provides  that a  corporation  has the power to  indemnify  a director,
officer,  employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid and
expenses  incurred in connection with an action or proceeding to which he or she
is or is  threatened  to be made a party by  reason  of such  position,  if such
person has 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,  in any
criminal  proceeding,  if such person had no reasonable  cause to believe his or
her conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification may be made with respect to any
matter as to which such person has been adjudged to be liable to the corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification is proper under the circumstances.

      The  Company's  Bylaws  provide that it shall  indemnify  its officers and
directors to the fullest extent  permitted by the Delaware  General  Corporation
Law against expenses, judgments, fines and amounts paid in settlement reasonably
incurred by such person in connection  with any legal action against such person
by reason of the fact that such person is or was a director, officer or employee
of the Company or served at the request of the Company as an officer or director
of another entity if such person acted in good faith and in a manner such person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company and with respect to any criminal  action,  such person had no reasonable
cause to believe his conduct was unlawful.

      The Company's  Certificate of Incorporation  contains a provision limiting
directors' liability under certain circumstances, which provides that a director
is not personally  liable to the  corporation or its  stockholders  for monetary
damages for breach of fiduciary duty as a director,  except for liability to the
extent  provided by  applicable  law (i) for any breach of a director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under  Section 174 of the Delaware  General  Corporation  Law (which
deals  with  willful  or  negligent  payment  of  unlawful  dividends  or  stock
redemptions),  or (iv) for any  transaction  from which the director  derived an
improper personal benefit.  Statutory  authority for such provision is contained
in Section 102(b)(7) of the DGCL.

Item 7. Exemption From Registration Claimed.

      Not applicable.

Item 8. Exhibits

      The  exhibits  required  by Item 601 of  Regulation  S-K and this item are
included  following the Exhibit Index at Page E-1, all of which are incorporated
herein by reference.

Item 9. Undertakings.

      (a)   The undersigned registrant hereby undertakes to:

            (1)   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;

                                      II-2
(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; and

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

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the Registration  Statement is on Form S-3 or Form S-8, and
            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   Exchange  Act  that  are
            incorporated by reference in the 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 Plan.

(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 (and, where applicable, each filing
      of the employee  benefit plan's annual report pursuant to 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
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 Sarasota, State of Florida on November 14, 2000.

                                     ELCOTEL, INC.

                                     By:  /s/ Michael J. Boyle
                                          --------------------------------------
                                          Michael J. Boyle
                                          President, Chief Executive Officer and
                                          Chairman of the Board

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

By: /s/ Michael J. Boyle             President & Chief         November 14, 2000
    ---------------------------      Executive Officer,
         Michael J. Boyle            Director and Chairman
                                     of the Board

By: /s/ William H. Thompson          Senior Vice President,    November 14, 2000
    ---------------------------      Chief Financial Officer,
         William H. Thompson         Secretary (principal
                                     financial officer)

By: /s/ Scott M. Klein               Controller (principal     November 14, 2000
    ---------------------------      accounting officer)
         Scott M. Klein

By: /s/ Charles H. Moore             Director                  November 9, 2000
    ---------------------------
         Charles H. Moore

By: /s/ Thomas E. Patton             Director                  November 10, 2000
    ---------------------------
         Thomas E. Patton

By: /s/ Mark L. Plaumann             Director                  November 14, 2000
    ---------------------------
         Mark L. Plaumann

                                      II-4
EXHIBIT INDEX

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

4.1      Certificate of Incorporation,  as amended (incorporated by reference to
         Exhibit 3.1 to the  Registrant's  Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1999)

4.2      By-Laws,  as amended  (incorporated  by reference to Exhibit 3.2 to the
         Registrant's Annual Report on Form 10-K for year ended March 31, 1992)

5.1      Opinion of Schnader Harrison Segal & Lewis LLP (filed herewith)

23.1     Consent of Deloitte & Touche LLP (filed herewith)

23.2     Consent of Schnader  Harrison  Segal & Lewis LLP  (included  in Exhibit
         5.1)

                                      E-1