As filed with the Securities and Exchange Commission on November 16, 2006
                                                           Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            AIR METHODS CORPORATION
             (Exact name of registrant as specified in its charter)

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

                 Delaware                              84-0915893
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)             Identification Number)

                                7301 SOUTH PEORIA
                            ENGLEWOOD, COLORADO 80112
                                 (720) 932-7800

                    (Address of principal executive offices)

                          2006 EQUITY COMPENSATION PLAN

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

                                  AARON D. TODD
                             CHIEF EXECUTIVE OFFICER
                             AIR METHODS CORPORATION
                                7301 SOUTH PEORIA
                            ENGLEWOOD, COLORADO 80112
                            TELEPHONE: (303) 792-7400

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:


                            LESTER R. WOODWARD, ESQ.
                             KRISTIN L. LENTZ, ESQ.
                            DAVIS GRAHAM & STUBBS LLP
                       1550 SEVENTEENTH STREET, SUITE 500
                             DENVER, COLORADO 80202
                                 (303) 892-9400

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

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==================================================================================================================
                                                              Proposed           Proposed
                                              Amount          Maximum            Maximum
Title of Securities                           to be        Offering Price       Aggregate           Amount of
to be Registered                            Registered      Per Share(1)    Offering Price(1)    Registration Fee
<S>                                       <C>             <C>               <C>                 <C>
------------------------------------------------------------------------------------------------------------------
Common Stock, (par value $.06 per share)  600,000 shares  $          25.63  $       15,378,000  $     1,645.45 (2)
==================================================================================================================
</TABLE>
(1)  Pursuant to Rule 457(h)(1), the price per share and aggregate offering
     price are based upon the average of the high and low prices of the
     Company's common stock on November 10, 2006, as reported on NASDAQ.
(2)  Pursuant to Rule 457(p), $1,352.37 of this registration fee is being offset
     with the unused registration fee associated with a Registration Statement
     on Form S-8 filed by the Company on October 12, 2005 (file no. 333-128957),
     which was subsequently withdrawn.


<PAGE>
                                     PART I

     The information and written statement required by Part I are included in
the documents sent or given to participants in the plan covered by this
registration statement pursuant to Rule 428(b)(i) of the Securities Act of 1933,
as amended (the "Securities Act").

                                    PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, previously filed by Air Methods Corporation (the
Company) with the Securities and Exchange Commission (the Commission), are
hereby incorporated in this registration statement by reference as of their date
of filing with the Commission:

     (a)     The Company's Annual Report on Form 10-K for the year ended
December 31, 2005;

     (b)     The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2006, June 30, 2006 and September 30, 2006;

     (c)     The Company's Current Reports on Form 8-K filed on January 6, 2006,
April 5, 2006, June 29, 2006 and November 3, 2006;

     (d)     The description of the Company's Common Stock set forth in the
Company's registration statement on Form 8A, filed with the Commission on May
20, 1992 (File No. 111153), and any amendment or report filed for the purpose of
updating such descriptions.

     All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) subsequent
to the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered under the registration statement have been sold, or
deregistering all securities then remaining unsold, are also incorporated herein
by reference and shall be a part hereof from the date of the filing of such
documents.

     Any statement contained in a document incorporated by, or deemed
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any 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

     Section 145 of the Delaware General Corporation Law (DGCL) provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, other than by


<PAGE>
or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
its request in such a capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the 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 DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit. Accordingly, Article VIII of the Company's Certificate of
Incorporation, as amended, provides that no director shall be liable to the
Company or its stockholders for monetary damages for a breach of fiduciary duty
as a director, except for liability (a) for any breach of the director's duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit.

     Article IX of the Air Methods Certificate of Incorporation, as amended,
provides directors and officers of Air Methods shall be indemnified to the full
extent permitted by Delaware law for any liability resulting from service as a
director or officer of Air Methods.

     The Company maintains insurance policies under which our directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been a director or officer of Air Methods.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.     EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.  Description of Exhibit
-----------  ----------------------
<S>          <C>
    4.1      2006 Equity Compensation Plan (incorporated by reference to Exhibit A to the
             Company's Definitive Proxy Statement filed with the Commission on
             June 28, 2006)
    5.1      Opinion of Davis Graham & Stubbs LLP
   23.1      Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
   23.2      Consent of KPMG LLP, Independent Registered Public Accounting Firm
   24.1      Power of Attorney (included on signature page of this registration statement)
</TABLE>


                                        2
<PAGE>
ITEM 9.     UNDERTAKINGS

     (a)     The Company undertakes:

          (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement.

          (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 that remain unsold at the
termination of the offering.

     (b)     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                        3
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Englewood, State of Colorado, on this 16th day of
November, 2006.

                                        AIR METHODS CORPORATION

                                        By:    /s/ Aaron D. Todd
                                        ----------------------------------------
                                        Name:  Aaron D. Todd
                                        Title: Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aaron D. Todd and Trent J. Carman, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.

  Signature               Title                          Date
  ---------               -----                          ----

 /s/ Aaron D. Todd        President, Chief Executive     November 16, 2006
------------------------  Officer (Principal Executive
Aaron D. Todd             Officer) and Director

 /s/ Trent J. Carman      Chief Financial Officer        November 16, 2006
------------------------  (Principal Financial
Trent J. Carman           Officer)

 /s/ Sharon J. Keck       Chief Accounting Officer       November 16, 2006
------------------------  and Controller (Principal
Sharon J. Keck            Accounting Officer)

 /s/ George W. Belsey     Chairman of the Board          November 16, 2006
------------------------
George W. Belsey

 /s/ Ralph J. Bernstein   Director                       November 16, 2006
------------------------
Ralph J. Bernstein


<PAGE>
 /s/ Samuel H. Gray       Director                       November 16, 2006
------------------------
Samuel H. Gray

 /s/ David Kikumoto       Director                       November 16, 2006
------------------------
David Kikumoto

 /s/ Lowell D. Miller     Director                       November 16, 2006
------------------------
Lowell D. Miller

 /s/ Morad Tahbaz         Director                       November 16, 2006
------------------------
Morad Tahbaz

 /s/ Paul H. Tate         Director                       November 16, 2006
------------------------
Paul H. Tate

 /s/ Carl H. McNair, Jr.  Director                       November 16, 2006
------------------------
MG Carl H. McNair, Jr.


<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

Exhibit No.  Description of Exhibit
-----------  -----------------------------------------------------------------------------
<S>          <C>
    4.1      2006 Equity Compensation Plan (incorporated by reference to Exhibit A to the
             Company's Definitive Proxy Statement filed with the Commission on
             June 28, 2006)
    5.1      Opinion of Davis Graham & Stubbs LLP
   23.1      Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
   23.2      Consent of KPMG LLP, Independent Registered Public Accounting Firm
   24.1      Power of Attorney (included on signature page of this registration statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "AIR METHODS S-8 11-16-2006", "secsgml_size_bytes": 17092}]
{"company-data": {"conformed-name": "AIR METHODS CORP", "cik": "0000816159", "assigned-sic": "4522", "irs-number": "840915893", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138771", "film-number": "061224129"}, "business-address": {"street1": "7301 S PEORIA", "street2": "P O BOX 4114", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3037927400"}, "mail-address": {"street1": "7301 S PEORIA", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}, "former-company": {"former-conformed-name": "CELL TECHNOLOGY INC /DE/", "date-changed": "19911128"}}
As filed with the Securities and Exchange Commission on November 16, 2006
                                                           Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            AIR METHODS CORPORATION
             (Exact name of registrant as specified in its charter)

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

                 Delaware                              84-0915893
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)             Identification Number)

                                7301 SOUTH PEORIA
                            ENGLEWOOD, COLORADO 80112
                                 (720) 932-7800

                    (Address of principal executive offices)

                          2006 EQUITY COMPENSATION PLAN

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

                                  AARON D. TODD
                             CHIEF EXECUTIVE OFFICER
                             AIR METHODS CORPORATION
                                7301 SOUTH PEORIA
                            ENGLEWOOD, COLORADO 80112
                            TELEPHONE: (303) 792-7400

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                            LESTER R. WOODWARD, ESQ.
                             KRISTIN L. LENTZ, ESQ.
                            DAVIS GRAHAM & STUBBS LLP
                       1550 SEVENTEENTH STREET, SUITE 500
                             DENVER, COLORADO 80202
                                 (303) 892-9400

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                              Proposed           Proposed
                                              Amount          Maximum            Maximum
Title of Securities                           to be        Offering Price       Aggregate           Amount of
to be Registered                            Registered      Per Share(1)    Offering Price(1)    Registration Fee
------------------------------------------------------------------------------------------------------------------
Common Stock, (par value $.06 per share)  600,000 shares  $          25.63  $       15,378,000  $     1,645.45 (2)
==================================================================================================================
(1)  Pursuant to Rule 457(h)(1), the price per share and aggregate offering
     price are based upon the average of the high and low prices of the
     Company's common stock on November 10, 2006, as reported on NASDAQ.
(2)  Pursuant to Rule 457(p), $1,352.37 of this registration fee is being offset
     with the unused registration fee associated with a Registration Statement
     on Form S-8 filed by the Company on October 12, 2005 (file no. 333-128957),
     which was subsequently withdrawn.
PART I

     The information and written statement required by Part I are included in
the documents sent or given to participants in the plan covered by this
registration statement pursuant to Rule 428(b)(i) of the Securities Act of 1933,
as amended (the "Securities Act").

                                    PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, previously filed by Air Methods Corporation (the
Company) with the Securities and Exchange Commission (the Commission), are
hereby incorporated in this registration statement by reference as of their date
of filing with the Commission:

     (a)     The Company's Annual Report on Form 10-K for the year ended
December 31, 2005;

     (b)     The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2006, June 30, 2006 and September 30, 2006;

     (c)     The Company's Current Reports on Form 8-K filed on January 6, 2006,
April 5, 2006, June 29, 2006 and November 3, 2006;

     (d)     The description of the Company's Common Stock set forth in the
Company's registration statement on Form 8A, filed with the Commission on May
20, 1992 (File No. 111153), and any amendment or report filed for the purpose of
updating such descriptions.

     All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) subsequent
to the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered under the registration statement have been sold, or
deregistering all securities then remaining unsold, are also incorporated herein
by reference and shall be a part hereof from the date of the filing of such
documents.

     Any statement contained in a document incorporated by, or deemed
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any 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

     Section 145 of the Delaware General Corporation Law (DGCL) provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, other than by
or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
its request in such a capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the 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 DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit. Accordingly, Article VIII of the Company's Certificate of
Incorporation, as amended, provides that no director shall be liable to the
Company or its stockholders for monetary damages for a breach of fiduciary duty
as a director, except for liability (a) for any breach of the director's duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit.

     Article IX of the Air Methods Certificate of Incorporation, as amended,
provides directors and officers of Air Methods shall be indemnified to the full
extent permitted by Delaware law for any liability resulting from service as a
director or officer of Air Methods.

     The Company maintains insurance policies under which our directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been a director or officer of Air Methods.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.     EXHIBITS
Exhibit No.  Description of Exhibit
-----------  ----------------------
4.1      2006 Equity Compensation Plan (incorporated by reference to Exhibit A to the
             Company's Definitive Proxy Statement filed with the Commission on
             June 28, 2006)
    5.1      Opinion of Davis Graham & Stubbs LLP
   23.1      Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
   23.2      Consent of KPMG LLP, Independent Registered Public Accounting Firm
   24.1      Power of Attorney (included on signature page of this registration statement)
2
ITEM 9.     UNDERTAKINGS

     (a)     The Company undertakes:

          (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement.

          (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 that remain unsold at the
termination of the offering.

     (b)     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                        3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Englewood, State of Colorado, on this 16th day of
November, 2006.

                                        AIR METHODS CORPORATION

                                        By:    /s/ Aaron D. Todd
                                        ----------------------------------------
                                        Name:  Aaron D. Todd
                                        Title: Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aaron D. Todd and Trent J. Carman, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.

  Signature               Title                          Date
  ---------               -----                          ----

 /s/ Aaron D. Todd        President, Chief Executive     November 16, 2006
------------------------  Officer (Principal Executive
Aaron D. Todd             Officer) and Director

 /s/ Trent J. Carman      Chief Financial Officer        November 16, 2006
------------------------  (Principal Financial
Trent J. Carman           Officer)

 /s/ Sharon J. Keck       Chief Accounting Officer       November 16, 2006
------------------------  and Controller (Principal
Sharon J. Keck            Accounting Officer)

 /s/ George W. Belsey     Chairman of the Board          November 16, 2006
------------------------
George W. Belsey

 /s/ Ralph J. Bernstein   Director                       November 16, 2006
------------------------
Ralph J. Bernstein
/s/ Samuel H. Gray       Director                       November 16, 2006
------------------------
Samuel H. Gray

 /s/ David Kikumoto       Director                       November 16, 2006
------------------------
David Kikumoto

 /s/ Lowell D. Miller     Director                       November 16, 2006
------------------------
Lowell D. Miller

 /s/ Morad Tahbaz         Director                       November 16, 2006
------------------------
Morad Tahbaz

 /s/ Paul H. Tate         Director                       November 16, 2006
------------------------
Paul H. Tate

 /s/ Carl H. McNair, Jr.  Director                       November 16, 2006
------------------------
MG Carl H. McNair, Jr.
EXHIBIT INDEX

Exhibit No.  Description of Exhibit
-----------  -----------------------------------------------------------------------------
4.1      2006 Equity Compensation Plan (incorporated by reference to Exhibit A to the
             Company's Definitive Proxy Statement filed with the Commission on
             June 28, 2006)
    5.1      Opinion of Davis Graham & Stubbs LLP
   23.1      Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
   23.2      Consent of KPMG LLP, Independent Registered Public Accounting Firm
   24.1      Power of Attorney (included on signature page of this registration statement)