<PAGE>
      As filed with the Securities and Exchange Commission on March 17, 1999

                                                                Registration No.

                       Securities and Exchange Commission
                             Washington, D.C. 20549


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


                                ARIEL CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                 13-3137699
---------------------------------------            --------------------
(State or Jurisdiction of Incorporation              (I.R.S. Employer 
          or Organization)                          Identification No.)
                                 2540 Route 130
                           Cranbury, New Jersey 08512
                    (Address of principal executive offices)

               ATLAS STOCK OPTION PLAN, AGNELLO STOCK OPTION PLAN,
             PEROLD STOCK OPTION PLAN, SCHNEIDER STOCK OPTION PLAN,
              MZILI STOCK OPTION PLAN, GUILLEMOT STOCK OPTION PLAN,
              REIGNIER STOCK OPTION PLAN, ARAUJO STOCK OPTION PLAN,
                BORD STOCK OPTION PLAN, ALLIE STOCK OPTION PLAN,
              HERVAULT STOCK OPTION PLAN, DEFAY STOCK OPTION PLAN,
              DENIS STOCK OPTION PLAN, BLONDEAUX STOCK OPTION PLAN,
               AMBLARD STOCK OPTION PLAN, HENRY STOCK OPTION PLAN,
               HOLMES STOCK OPTION PLAN, CARRE STOCK OPTION PLAN,
              HINKS STOCK OPTION PLAN, ZUMBIEHL STOCK OPTION PLAN,
                         AND MARKERT STOCK OPTION PLAN.
                              (Full Title of Plans)

                                    Jay Atlas
                                Ariel Corporation
                                 2540 Route 130
                           Cranbury, New Jersey 08512
                                 (609) 860-2900
------------------------------------------------------------------------------
(Name, Address and telephone number, including area code, of agent for service)




<PAGE>



                                 with a copy to:

                              Harold W. Paul, Esq.
                                  Berger & Paul
                                630 Third Avenue
                            New York, New York 10017
                                 (212) 661-2727

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
  Title of Securities to     Amount to be           Proposed maximum                Proposed maximum              Amount of
      be registered           registered      offering price per share (1)    aggregate offering price (2)    registration fee
-------------------------------------------------------------------------------------------------------------------------------
        <S>                       <C>                      <C>                             <C>                       <C>   
    Common Stock, par          734,500(3)                 $4.00                       $1,911,187.50                $531.31
  value $.001 per share
===============================================================================================================================
</TABLE>

(1) Represents the maximum exercise price payable for 734,500 shares of Common
Stock registered under this Registration Statement. The exercise prices payable
for the shares of Common Stock registered under this Registration Statement and
the number of shares purchasable are as follows: 556,500 @ $2.375; 98,000 @
$2.75; and 80,000 @ $4.00. The proposed maximum offering price per share is
disclosed in accordance with Rule 457(h)(1) promulgated under the Securities Act
of 1933, as amended.

(2) The proposed maximum aggregate offering price is the sum of the aggregate
option prices of issued options subject to this registration on in accordance
with Rule 457(h)(1) under the Securities Act of 1933, as amended.

(3) The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Company upon the exercise of all plan
options set forth herein. Pursuant to Rule 416, there are also being registered
additional shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of all plans.

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


         In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, the Registration Statement will become
effective upon filing with the Securities and Exchange Commission.

         The Registration Statement, including all exhibits and attachments,
contains pages. The exhibit index may be found on page 4 of the consecutively
numbered pages of the Registration Statement.


                                        2

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.




                                        3
<PAGE>


                THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS
                  COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933.

PROSPECTUS
                                ARIEL CORPORATION

                         734,500 Shares of Common Stock

         This Prospectus relates to 734,500 shares of Common Stock, 361,500 of
which may be acquired upon exercise of stock options granted under the Jay Atlas
Plan ("Atlas Plan"), 100,000 of which may be acquired upon exercise of stock
options granted under the Anthony Agnello Plan ("Agnello Plan"), 80,000 of which
may be acquired upon exercise of stock options granted under the Etienne Perold
Plan ("Perold Plan"), 95,000 of which may be acquired upon exercise of stock
options granted under the Dennis Schneider Plan ("Schneider Plan"),10,000 of
which may be acquired upon exercise of stock options granted under the Aziz
Mzili Plan ("Mzili Plan"), 10,000 of which may be acquired upon exercise of
stock options granted under the Yann Guillemot Plan ("Guillemot Plan"), 10,000
of which may be acquired upon exercise of stock options granted under the
Florence Reignier Plan ("Reignier Plan"), 5,000 of which may be acquired upon
exercise of stock options granted under the Manuel Araujo Plan ("Araujo Plan"),
3,000 of which may be acquired upon exercise of stock options granted under the
Gilles Bord Plan ("Bord Plan"), 3,000 of which may be acquired upon exercise of
stock options granted under the Christophe Allie Plan ("Allie Plan"), 5,000 of
which may be acquired upon exercise of stock options granted under the Jean
Claude Hervault Plan ("Hervault Plan"), 3,000 of which may be acquired upon
exercise of stock options granted under the Thierry Defay Plan ("Defay Plan"),
3,000 of which may be acquired upon exercise of stock options granted under the
Jean Noel Denis Plan ("Denis Plan"), 1,500 of which may be acquired upon
exercise of stock options granted under the Olivier Blondeaux Plan ("Blondeaux
Plan"), 1,500 of which may be acquired upon exercise of stock options granted
under the Marie Pierre Amblard Plan ("Amblard Plan"), 3,000 of which may be
acquired upon exercise of stock options granted under the Solveig Henry Plan
("Henry Plan"), 1,500 of which may be acquired upon exercise of stock options
granted under the Tanya Holmes Plan ("Holmes Plan"), 500 of which may be
acquired upon exercise of stock options granted under the Gwenaelle Carre Plan
("Carre Plan"), 3,000 of which may be acquired upon exercise of stock options
granted under the Julie Hinks Plan ("Hinks Plan"), 10,000 of which may be
acquired upon exercise of stock options granted under the Nicolas Zumbiehl Plan
("Zumbiehl Plan"), 25,000 of which may be acquired upon exercise of stock
options granted under the Matthias Markert Plan ("Markert Plan"), (collectively
the "Plans").

         The Common Stock is traded on Nasdaq under the symbol "ADSP". On March
16, 1999, the last reported sales price of the Common Stock as reported by
Nasdaq was $1.97.




                                        1

<PAGE>



         Persons who acquire shares of Common Stock under the Plans by the
exercise of the options granted thereunder will be free to resell such shares
without restriction unless they are "affiliates" of the Company, as defined in
Rule 405 promulgated under the Securities Act of 1933 (the "Securities Act").
Directors and other affiliates may resell such shares only under a registration
statement with an appropriate prospectus, an appropriate exemption, or pursuant
to Rule 144 of the Securities Act.

          THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
                               SEE "THE COMPANY".

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.









                 The date of this Prospectus is March 17, 1999.
















                                        2

<PAGE>



                              AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and
exhibits thereto. For further information with respect to the Company and such
securities, reference is hereby made to the Registration Statement and exhibits.
The statements contained in this Prospectus as to the contents of any agreement
or other document filed as an Exhibit are not complete and the description of
such agreement or document is qualified in its entirety by reference to such
agreement or document. The Registration Statement, together with the exhibits,
may be inspected at the Commission's principal office in Washington, D.C. and
copies may be obtained upon payment of the fees prescribed by the Commission.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Copies of such information, reports, proxy statements and other
information filed by the Company under the Exchange Act may be examined without
charge at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
Regional Offices: 7 World Trade Center, New York, New York 10048; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can also be
obtained at prescribed rates from the Commission's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also maintains a Worldwide Web site (address: http://www.sec. gov) that contains
reports, proxy and information statements, and the information regarding
registrants that file electronically with the Commission.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following documents filed by the Company with the Commission are
incorporated herein by reference in this Prospectus:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission pursuant to Section 13(a) of the
Exchange Act;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (c) The Company's Proxy Statement dated May 18, 1998; and



                                        3

<PAGE>



         (d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(b) of the Exchange
Act, including any subsequent amendment(s) or report(s) 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 de-registers 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 respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.

         The Company will furnish without charge, upon oral or written request,
to each person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than exhibits to such documents
not specifically incorporated by reference thereto. In addition, participants in
any of the Plans may obtain information about the plans or their administration
from the Company. Such request should be directed to Ariel Corporation, 2540
Route 130, Cranbury, New Jersey 08512, Attention: Corporate Secretary.

         The delivery of this document at any time does not imply that
information herein is correct as of the time subsequent to the date hereof.
Statements in this document as to the provisions of the Plans are not
necessarily complete and in each instance reference is made to the copy of such
plan which appears as an Exhibit to the Company's Registration Statement on Form
S-8 filed with the Commission on March 17, 1999 and each such statement in this
document is qualified in all respects by such reference.


                                        4

<PAGE>



                                   THE COMPANY

         Ariel Corporation ("Ariel" or the "Company") designs, develops and
markets high density modem pools and remote access solutions for open systems
platforms.

         Ariel's high-density modem pools are available in ISA Bus, PCI Bus, and
Compact PCI (cPCI) form factors, support up to sixty ports of 56K modem and ISDN
remote access, and connect to T1, E1, ISDN, and POTS lines. Ariel is the only
company currently shipping high-density V.90-compatible 56K central-site modem
cards for open systems PC and Unix platforms. Ariel's customized and cost
effective Open RAS products are used in medium and large enterprises, ISPs, and
small/medium offices to support telecommuting and provide remote access to the
Internet, corporate Intranets and Extranets, on-line services, transaction
processing, and unified messaging.

          The Company's Open RAS products are used by leading RAS OEMs, system
integrators, ISPs, transaction processing equipment suppliers, and end users
worldwide.

         The Company's growth strategy is to: (i) capitalize on opportunities in
the ISP market by offering high-performance, value-added products; (ii) increase
its share of its existing markets by continuing to offer high density remote
access solutions with superior price/performance characteristics to OEMs and
other end users; and (iii) develop an international sales and marketing effort,
focusing on the European market.

Investment Considerations

         The Company's business is subject to numerous risks including, among
other things, risks related to (i) recent losses; (ii) risks associated with
expansion and growth, (iii) technological change; (iv) strength of competitors;
(v) dependence on key personnel; and (vi) potential dilution of the Company's
securities from the exercise of outstanding options.

         The Company was incorporated in Delaware in September 1982. Its
principal executive offices are located at 2540 Route 130, Cranbury, New Jersey
08512. Its telephone number is (609) 860-2900, its e-mail address is
ariel@ariel.com and its World Wide Web home page can be accessed at
www.ariel.com.










                                        5

<PAGE>



                              PURPOSE OF THE PLANS

         The purpose of all the stock option plans is to enable the Company to
attract and retain employees.

Summary of the Atlas Plan

         The Atlas Plan is a single employee stock option plan entered into in
connection with an employment agreement between the Company and Mr. Atlas
providing for his services as Chief Executive Officer of the Company for three
years. The Plan was approved by the Board of Directors which is responsible for
its implementation, interpretation and modification.

         Pursuant to the Atlas Plan, the Company has granted to Mr. Atlas the
right to acquire 361,500 shares of common stock as follows: 39,500 shares may be
purchased on or after December 21, 1999, 39,500 shares may be purchased on or
after December 21, 2000, 39,500 shares may be purchased on or after December 21,
2001, and 243,000 shares may be purchased on or after December 21, 2002. All
shares are purchasable at $2.375 per share. The last 243,000 shares may be
purchasable earlier than December 21, 2002 upon the Company reaching certain
milestones. The ability of Mr. Atlas to purchase the common stock under the plan
may be terminated pursuant to certain provisions of his employment agreement.

         The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Atlas Plan. Common stock that may
be acquired under Atlas Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Atlas Plan.

Summary of the Agnello Plan

         The Agnello Plan is a single employee stock option plan entered into in
connection with a severance agreement and a consulting agreement between the
Company and Mr. Agnello pursuant to which Mr. Agnello will continue to act as
the Company's Chairman of the Board of Directors and serve as a consultant for a
one year period. The Plan was approved by the Board of Directors which is
responsible for its implementation, interpretation and modification.

         Pursuant to the Agnello Plan, the Company has granted Mr. Agnello the
right to purchase 100,000 shares of Common Stock at $2.375 per share on or after
December 21, 1998.




                                        6

<PAGE>



         The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Agnello Plan. Common stock that
may be acquired under Agnello Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Agnello Plan.

Summary of the Schneider Plan

         The Schneider Plan is a single employee stock option plan entered into
in connection with an employment agreement between the Company and Mr. Schneider
providing for his services as Vice President of Marketing of the Company for
three years. The Plan was approved by the Board of Directors which is
responsible for its implementation, interpretation and modification.

         Pursuant to the Schneider Plan, the Company has granted to Mr.
Schneider the right to acquire 95,000 shares of common stock as follows: 22,500
shares may be purchased on or after December 21, 2000, 17,500 shares may be
purchased on or after December 21, 2001, 17,500 shares may be purchased on or
after December 21, 2002, 17,500 shares may be purchased on or after December 21,
2003, and 20,000 shares may be purchased on or after December 21, 2004. All
shares are purchasable at $2.375 per share. The last 20,000 shares may be
purchasable earlier than December 21, 2004 upon the Company reaching certain
milestones. The ability of Mr. Schneider to purchase the common stock under the
Plan may be terminated pursuant to certain provisions of his employment
agreement.

         The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Schneider Plan. Common stock that
may be acquired under Schneider Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Schneider Plan.

Summary of the Perold Plan

         The Perold Plan is a single employee stock option plan entered into in
connection with a consulting agreement between the Company and Mr. Perold
pursuant to which Mr. Perold served as a consultant to the Company. The Plan was
approved by the Board of Directors which is responsible for its implementation,
interpretation and modification.



                                        7

<PAGE>



         Pursuant to the Perold Plan, the Company has granted Mr. Perold the
right to acquire 80,000 shares of common stock at $4.00 per share on or after
November 15, 1998.

         The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Perold Plan. Common stock that may
be acquired under Perold Plan may be acquired by the surrender of other shares
of common stock owned by the employee or the surrender of an unexercised portion
of the right to acquire common stock under the Perold Plan.


         In November, 1998 the Company acquired for cash all the issued and
outstanding shares of a French company, Scii Telecom, S.A., with a view toward
expanding its product line and presence in Europe. The following seventeen
employees of the newly acquired company were granted stock options as an
incentive.

Summary of Mzili Plan

         The Mzili Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Mzili for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Mzili Plan the Company has granted Mr. Mzili the right
to acquire 10,000 shares of common stock at $2.75 per share as follows: 2,500
shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Mzili Plan. Common stock that may
be acquired under Mzili Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Mzili Plan.


                                        8

<PAGE>



Summary of Guillemot Plan

         The Guillemot Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Guillemot for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Guillemot Plan the Company has granted Mr. Guillemot
the right to acquire 10,000 shares of common stock at $2.75 per share as
follows: 2,500 shares may be purchased on or after February 5, 2000, 2,500
shares may be purchased on or after February 5, 2001, 2,500 shares may be
purchased on or after February 5, 2002, and 2,500 shares may be purchased on or
after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Guillemot Plan. Common stock that
may be acquired under Guillemot Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Guillemot Plan.

Summary of Reignier Plan

         The Reignier Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Ms. Reignier for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Reignier Plan the Company has granted Ms. Reignier the
right to acquire 10,000 shares of common stock at $2.75 per share as follows:
2,500 shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation,

                                        9

<PAGE>



reclassification, recapitalization or capital adjustment including a stock
dividend or other similar change in the common stock of the Company, equitable
adjustment shall be made by the Company in the number of kind and kind of shares
that may be acquired under Reignier Plan. Common stock that may be acquired
under Reignier Plan may be acquired by the surrender of other shares of common
stock owned by the employee or the surrender of an unexercised portion of the
right to acquire common stock under the Reignier Plan.

Summary of Araujo Plan

         The Araujo Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Araujo for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Araujo Plan the Company has granted Mr. Araujo the
right to acquire 5,000 shares of common stock at $2.75 per share as follows:
1,250 shares may be purchased on or after February 5, 2000, 1,2500 shares may be
purchased on or after February 5, 2001, 1,250 shares may be purchased on or
after February 5, 2002, and 1,250 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Araujo Plan. Common stock that may
be acquired under Araujo Plan may be acquired by the surrender of other shares
of common stock owned by the employee or the surrender of an unexercised portion
of the right to acquire common stock under the Araujo Plan.

Summary of Bord Plan

         The Bord Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Bord for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.






                                       10

<PAGE>



         Pursuant to the Bord Plan the Company has granted Mr. Bord the right to
acquire 3,000 shares of common stock at $2.75 per share as follows: 750 shares
may be purchased on or after February 5, 2000, 750 shares may be purchased on or
after February 5, 2001, 750 shares may be purchased on or after February 5,
2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Bord Plan. Common stock that may
be acquired under Bord Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Bord Plan.

Summary of Allie Plan

         The Allie Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Allie for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Allie Plan the Company has granted Mr. Allie the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Allie Plan. Common stock that may
be acquired under Allie Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Allie Plan.


                                       11

<PAGE>



Summary of Hervault Plan

         The Hervault Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Hervault for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.


         Pursuant to the Hervault Plan the Company has granted Mr. Hervault the
right to acquire 5,000 shares of common stock at $2.75 per share as follows:
1,250 shares may be purchased on or after February 5, 2000, 1,2500 shares may be
purchased on or after February 5, 2001, 1,250 shares may be purchased on or
after February 5, 2002, and 1,250 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Hervault Plan. Common stock that
may be acquired under Hervault Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Hervault Plan.

Summary of Defay Plan

         The Defay Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Defay for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Defay Plan the Company has granted Mr. Defay the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable

                                       12
<PAGE>



except in the circumstances of death. In the event that a reorganization,
merger, consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Defay Plan. Common stock that may
be acquired under Defay Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Defay Plan.

Summary of Denis Plan

         The Denis Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Denis for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Denis Plan the Company has granted Mr. Denis the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Denis Plan. Common stock that may
be acquired under Denis Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Denis Plan.

Summary of Blondeaux Plan

         The Blondeaux Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Ms. Blondeaux for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Blondeaux Plan the Company has granted Ms. Blondeaux
the right to acquire 1,500 shares of common stock at $2.75 per share as follows:
375 shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5,

                                       13

<PAGE>



2001, 375 shares may be purchased on or after February 5, 2002, and 375 shares
may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Blondeaux Plan. Common stock that
may be acquired under Blondeaux Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Blondeaux Plan.

Summary of Amblard Plan

         The Amblard Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Amblard for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Amblard Plan the Company has granted Ms. Amblard the
right to acquire 1,500 shares of common stock at $2.75 per share as follows: 375
shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5, 2001, 375 shares may be purchased on or after
February 5, 2002, and 375 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Amblard Plan. Common stock that
may be acquired under Amblard Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Amblard Plan.





                                       14

<PAGE>



Summary of Henry Plan

         The Henry Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Henry for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Henry Plan the Company has granted Mr. Henry the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Henry Plan. Common stock that may
be acquired under Henry Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Henry Plan.

Summary of Holmes Plan

         The Holmes Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Holmes for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Holmes Plan the Company has granted Ms. Holmes the
right to acquire 1,500 shares of common stock at $2.75 per share as follows: 375
shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5, 2001, 375 shares may be purchased on or after
February 5, 2002, and 375 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation,

                                       15

<PAGE>



reclassification, recapitalization or capital adjustment including a stock
dividend or other similar change in the common stock of the Company, equitable
adjustment shall be made by the Company in the number of kind and kind of shares
that may be acquired under Holmes Plan. Common stock that may be acquired under
Holmes Plan may be acquired by the surrender of other shares of common stock
owned by the employee or the surrender of an unexercised portion of the right to
acquire common stock under the Holmes Plan.

Summary of Carre Plan

         The Carre Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Carre for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Carre Plan the Company has granted Ms. Carre the right
to acquire 500 shares of common stock at $2.75 per share as follows: 125 shares
may be purchased on or after February 5, 2000, 125 shares may be purchased on or
after February 5, 2001, 125 shares may be purchased on or after February 5,
2002, and 125 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Carre Plan. Common stock that may
be acquired under Carre Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Carre Plan.

Summary of Hinks Plan

         The Hinks Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Hinks for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.






                                       16
<PAGE>



         Pursuant to the Hinks Plan the Company has granted Ms. Hinks the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Hinks Plan. Common stock that may
be acquired under Hinks Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Hinks Plan.

Summary of Zumbiehl Plan

         The Zumbiehl Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Zumbiehl for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Zumbiehl Plan the Company has granted Mr. Zumbiehl the
right to acquire 10,000 shares of common stock at $2.75 per share as follows:
2,500 shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Zumbiehl Plan. Common stock that
may be acquired under Zumbiehl Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Zumbiehl Plan.


                                       17

<PAGE>



Summary of Markert Plan

         The Markert Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Markert for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Markert Plan the Company has granted Mr. Markert the
right to acquire 25,000 shares of common stock at $2.75 per share as follows:
6,250 shares may be purchased on or after February 5, 2000, 6,250 shares may be
purchased on or after February 5, 2001, 6,250 shares may be purchased on or
after February 5, 2002, and 6,250 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Markert Plan. Common stock that
may be acquired under Markert Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Markert Plan.

                             RESTRICTIONS ON RESALE
Options

         Persons who purchase shares of Common Stock upon the exercise of
Options under the Plans after the date hereof, will be free to resell those
shares without restriction under the exemption from registration provided by
Section 4(1) of the Securities Act of 1933, as amended, (the "Securities Act"),
except for those persons who are "affiliates" of the Company. Such affiliates
may resell such shares pursuant to an appropriate prospectus under an effective
registration statement under the Securities Act or pursuant to an available
exemption from registration. "Affiliate" is defined under the Securities Act as
a person who, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company. In
general, persons with the power to manage and direct the policies of the
Company, and relatives of such persons, among others, may be deemed to be
affiliates of the Company.

         If an affiliate wishes to resell or re-offer shares of Common Stock
purchased under the Plans, and if a registration statement is not in effect and
an appropriate prospectus is not available with respect to such shares, the
affiliate will be obliged as a precondition to any resale or re-offer

                                       18

<PAGE>


to comply with either (i) Rule 144 under the Securities Act; or (ii) some other
applicable exemption under the Securities Act.

         Each person who may be an affiliate should, prior to reselling or
re-offering any option shares, consult with counsel to determine whether he may
be subject to the foregoing restrictions.

16(b) Restrictions

         Certain participants in the Plans are subject to limitations imposed by
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, as such, may not purchase and sell securities of the Company in any
six-month period without subjecting themselves to liability thereunder. Persons
subject to the limitations of Section 16(b) should consult with counsel before
purchasing, selling or otherwise transferring securities of the Company.

                         FEDERAL INCOME TAX CONSEQUENCES

         The following discussion of the federal income tax consequences of
participation in the Plans is only a summary, does not purport to be complete
and does not cover, among other things, state, local and foreign tax treatment
of participation in the Plans. Furthermore, differences in individual financial
situations may cause federal, state, local and foreign income tax consequences
of participation in the Plans to vary. Therefore, each participant is urged to
consult his own accountant, legal counsel or other tax advisor regarding the tax
consequences or participation in the Plan to him. The information contained in
this Section, FEDERAL INCOME TAX CONSEQUENCES, is based on existing law, which
is subject to change.

         The right to acquire Common Stock under the Plans are non-qualified
options. With respect to the options, (i) upon grant of the option, the
participant will recognize no income; (ii) upon exercise of the option (if the
shares of Common Stock are not subject to a substantial risk of forfeiture), the
participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; (iii) the Company will be required to comply with applicable Federal
income tax withholding requirements with respect to the amount of ordinary
compensation income recognized by the participant. On a disposition of the
shares, the participant will recognize gain or loss equal to the difference
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the participant
held the shares.

         If the shares acquired upon exercise of the option are subject to a
substantial risk of forfeiture, the participant will recognize income at the
time when the substantial risk of forfeiture is removed and the Company will
qualify for a corresponding deduction at such time.

                                       19

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act");

         (b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (c) The Registrant's Proxy Statement dated May 18, 1998; and

         (d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(g) of the Exchange
Act, including any subsequent amendment(s) or report(s) 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 de-registers 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 respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.

Item 4. Description of Securities.

         The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

         Certain legal matters in connection with the shares of common stock
being registered are being passed upon by Berger & Paul, LLP, 630 Third Avenue,
New York, New York 10017, counsel to the Registrant. Harold W. Paul, a member of
the firm, owns 3,500 common shares, 27,500 shares issuable upon currently
exercisable options and 35,000 options which are not currently exercisable.

                                       20

<PAGE>



Item 6. Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action 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 the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred 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 not
reasonable cause to believe his conduct was unlawful.

         A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or contemplated action
or suit by or in the right of the corporation to procure a judgment in its favor
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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to be best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable to the corporation unless and only to the extent
that the court deter-mines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

         In addition, the indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

         The Amended and Restated Certificate of Incorporation of the Company
and the Bylaws of the Company provide for indemnification of directors and
officers of the Company to the fullest extent permitted by law, as now in effect
or later amended. The Bylaws provide that expenses incurred by an officer or
director in defending a civil or criminal action, suit, or proceeding may be
paid by the Company in advance of final disposition upon receipt of an
undertaking by or on behalf of such person to repay such amount if it ultimately
is determined that such person is not entitled to be indemnified by the Company.




                                       21

<PAGE>



         The Company may provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Company. The
Company currently maintains such liability insurance.


Item 7. Exemption from Registration Claimed.

         Not applicable.


Item 8. Exhibits.

Exhibit No.       Description
-----------       -----------
    4.1           Atlas Stock Option Plan
    4.2           Agnello Stock Option Plan
    4.3           Perold Stock Option Plan
    4.4           Schneider Stock Option Plan
    4.5           Mzili Stock Option Plan
    4.6           Guillemot Stock Option Plan
    4.7           Reignier Stock Option Plan
    4.8           Araujo Stock Option Plan
    4.9           Bord Stock Option Plan
    4.10          Allie Stock Option Plan
    4.11          Hervault Stock Option Plan
    4.12          Defay Stock Option Plan
    4.13          Denis Stock Option Plan
    4.14          Blondeaux Stock Option Plan
    4.15          Amblard Stock Option Plan
    4.16          Henry Stock Option Plan
    4.17          Holmes Stock Option Plan
    4.18          Carre Stock Option Plan
    4.19          Hinks Stock Option Plan
    4.20          Zumbiehl Stock Option Plan
    4.21          Markert Stock Option Plan
    5.1           Opinion of Berger & Paul, LLP
   23.1           Consent of PriceWaterhouse Coopers, LLP
                  independent accountants for Registrant
   23.2           Consent of Berger & Paul, LLP (included in Exhibit 5.1)






                                       22

<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 or appendix 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 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) 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 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.

    (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 post-effective amendment any of
the securities 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 (and were applicable, each filing of an 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 procedures, 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

                                       23

<PAGE>



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 a final adjudication of such issue.


                                       24

<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 authorized this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in Cranbury, New Jersey on March 15, 1999.

                                 ARIEL CORPORATION


                                 By: /s/ Jay Atlas
                                     ----------------------------------
                                     Jay Atlas, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                                                     Title                                       Date
                                                     -----                                       ----
<S>                                                  <C>                                         <C>

/s/ Jay Atlas                                        Chief Executive Officer
------------------------                             President and Director                      March 15, 1999
Jay Atlas                                            

/s/ Harold W. Paul
------------------------                             Secretary and Director                      March 15, 1999
Harold W. Paul          
                             
/s/ Jack Loprete                                     Senior Vice President and
------------------------                             Principal Accounting Officer                March 15, 1999
Jack Loprete                                         

/s/ Anthony M. Agnello
------------------------                             Chairman                                    March 15, 1999
Anthony M. Agnello                                   

/s/ Theodore J. Coburn
------------------------                             Director                                    March 15, 1999
Theodore J. Coburn    
                               
/s/ Robert J. Ranalli
------------------------                             Director                                    March 15, 1999
Robert J. Ranalli                                    

/s/ Edward D. Horowitz
------------------------                             Director                                    March 15, 1999
Edward D. Horowitz                                   

/s/ Etienne A. Perold
------------------------                             Director                                    March 15, 1999
Etienne A. Perold                                    
</TABLE>

<PAGE>


                                  EXHIBIT INDEX



Exhibit No.       Description

    4.1           Atlas Stock Option Plan
    4.2           Agnello Stock Option Plan
    4.3           Perold Stock Option Plan
    4.4           Schneider Stock Option Plan
    4.5           Mzili Stock Option Plan
    4.6           Guillemot Stock Option Plan
    4.7           Reignier Stock Option Plan
    4.8           Araujo Stock Option Plan
    4.9           Bord Stock Option Plan
    4.10          Allie Stock Option Plan
    4.11          Hervault Stock Option Plan
    4.12          Defay Stock Option Plan
    4.13          Denis Stock Option Plan
    4.14          Blondeaux Stock Option Plan
    4.15          Amblard Stock Option Plan
    4.16          Henry Stock Option Plan
    4.17          Holmes Stock Option Plan
    4.18          Carre Stock Option Plan
    4.19          Hinks Stock Option Plan
    4.20          Zumbiehl Stock Option Plan
    4.21          Markert Stock Option Plan
    5.1           Opinion of Berger & Paul, LLP
    23.1          Consent of PriceWaterhouse Coopers, LLP
                  independent accountants for Registrant
    23.2          Consent of Berger & Paul, LLP (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 73750}]
{"company-data": {"conformed-name": "ARIEL CORP", "cik": "0000911167", "assigned-sic": "3672", "irs-number": "133137699", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74551", "film-number": "99566728"}, "business-address": {"street1": "2540 ROUTE 130", "street2": "STE 128", "city": "CRANBURY", "state": "NJ", "zip": "08512", "phone": "6098602900"}, "mail-address": {"street1": "2540 ROUTE 130", "street2": "STE 120", "city": "CRANBURY", "state": "NJ", "zip": "08512"}}
As filed with the Securities and Exchange Commission on March 17, 1999

                                                                Registration No.

                       Securities and Exchange Commission
                             Washington, D.C. 20549

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

                                ARIEL CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                 13-3137699
---------------------------------------            --------------------
(State or Jurisdiction of Incorporation              (I.R.S. Employer 
          or Organization)                          Identification No.)
                                 2540 Route 130
                           Cranbury, New Jersey 08512
                    (Address of principal executive offices)

               ATLAS STOCK OPTION PLAN, AGNELLO STOCK OPTION PLAN,
             PEROLD STOCK OPTION PLAN, SCHNEIDER STOCK OPTION PLAN,
              MZILI STOCK OPTION PLAN, GUILLEMOT STOCK OPTION PLAN,
              REIGNIER STOCK OPTION PLAN, ARAUJO STOCK OPTION PLAN,
                BORD STOCK OPTION PLAN, ALLIE STOCK OPTION PLAN,
              HERVAULT STOCK OPTION PLAN, DEFAY STOCK OPTION PLAN,
              DENIS STOCK OPTION PLAN, BLONDEAUX STOCK OPTION PLAN,
               AMBLARD STOCK OPTION PLAN, HENRY STOCK OPTION PLAN,
               HOLMES STOCK OPTION PLAN, CARRE STOCK OPTION PLAN,
              HINKS STOCK OPTION PLAN, ZUMBIEHL STOCK OPTION PLAN,
                         AND MARKERT STOCK OPTION PLAN.
                              (Full Title of Plans)

                                    Jay Atlas
                                Ariel Corporation
                                 2540 Route 130
                           Cranbury, New Jersey 08512
                                 (609) 860-2900
------------------------------------------------------------------------------
(Name, Address and telephone number, including area code, of agent for service)
with a copy to:

                              Harold W. Paul, Esq.
                                  Berger & Paul
                                630 Third Avenue
                            New York, New York 10017
                                 (212) 661-2727

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
  Title of Securities to     Amount to be           Proposed maximum                Proposed maximum              Amount of
      be registered           registered      offering price per share (1)    aggregate offering price (2)    registration fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par          734,500(3)                 $4.00                       $1,911,187.50                $531.31
  value $.001 per share
===============================================================================================================================
(1) Represents the maximum exercise price payable for 734,500 shares of Common
Stock registered under this Registration Statement. The exercise prices payable
for the shares of Common Stock registered under this Registration Statement and
the number of shares purchasable are as follows: 556,500 @ $2.375; 98,000 @
$2.75; and 80,000 @ $4.00. The proposed maximum offering price per share is
disclosed in accordance with Rule 457(h)(1) promulgated under the Securities Act
of 1933, as amended.

(2) The proposed maximum aggregate offering price is the sum of the aggregate
option prices of issued options subject to this registration on in accordance
with Rule 457(h)(1) under the Securities Act of 1933, as amended.

(3) The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Company upon the exercise of all plan
options set forth herein. Pursuant to Rule 416, there are also being registered
additional shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of all plans.

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

         In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, the Registration Statement will become
effective upon filing with the Securities and Exchange Commission.

         The Registration Statement, including all exhibits and attachments,
contains pages. The exhibit index may be found on page 4 of the consecutively
numbered pages of the Registration Statement.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                        3
THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS
                  COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933.

PROSPECTUS
                                ARIEL CORPORATION

                         734,500 Shares of Common Stock

         This Prospectus relates to 734,500 shares of Common Stock, 361,500 of
which may be acquired upon exercise of stock options granted under the Jay Atlas
Plan ("Atlas Plan"), 100,000 of which may be acquired upon exercise of stock
options granted under the Anthony Agnello Plan ("Agnello Plan"), 80,000 of which
may be acquired upon exercise of stock options granted under the Etienne Perold
Plan ("Perold Plan"), 95,000 of which may be acquired upon exercise of stock
options granted under the Dennis Schneider Plan ("Schneider Plan"),10,000 of
which may be acquired upon exercise of stock options granted under the Aziz
Mzili Plan ("Mzili Plan"), 10,000 of which may be acquired upon exercise of
stock options granted under the Yann Guillemot Plan ("Guillemot Plan"), 10,000
of which may be acquired upon exercise of stock options granted under the
Florence Reignier Plan ("Reignier Plan"), 5,000 of which may be acquired upon
exercise of stock options granted under the Manuel Araujo Plan ("Araujo Plan"),
3,000 of which may be acquired upon exercise of stock options granted under the
Gilles Bord Plan ("Bord Plan"), 3,000 of which may be acquired upon exercise of
stock options granted under the Christophe Allie Plan ("Allie Plan"), 5,000 of
which may be acquired upon exercise of stock options granted under the Jean
Claude Hervault Plan ("Hervault Plan"), 3,000 of which may be acquired upon
exercise of stock options granted under the Thierry Defay Plan ("Defay Plan"),
3,000 of which may be acquired upon exercise of stock options granted under the
Jean Noel Denis Plan ("Denis Plan"), 1,500 of which may be acquired upon
exercise of stock options granted under the Olivier Blondeaux Plan ("Blondeaux
Plan"), 1,500 of which may be acquired upon exercise of stock options granted
under the Marie Pierre Amblard Plan ("Amblard Plan"), 3,000 of which may be
acquired upon exercise of stock options granted under the Solveig Henry Plan
("Henry Plan"), 1,500 of which may be acquired upon exercise of stock options
granted under the Tanya Holmes Plan ("Holmes Plan"), 500 of which may be
acquired upon exercise of stock options granted under the Gwenaelle Carre Plan
("Carre Plan"), 3,000 of which may be acquired upon exercise of stock options
granted under the Julie Hinks Plan ("Hinks Plan"), 10,000 of which may be
acquired upon exercise of stock options granted under the Nicolas Zumbiehl Plan
("Zumbiehl Plan"), 25,000 of which may be acquired upon exercise of stock
options granted under the Matthias Markert Plan ("Markert Plan"), (collectively
the "Plans").

         The Common Stock is traded on Nasdaq under the symbol "ADSP". On March
16, 1999, the last reported sales price of the Common Stock as reported by
Nasdaq was $1.97.

                                        1
Persons who acquire shares of Common Stock under the Plans by the
exercise of the options granted thereunder will be free to resell such shares
without restriction unless they are "affiliates" of the Company, as defined in
Rule 405 promulgated under the Securities Act of 1933 (the "Securities Act").
Directors and other affiliates may resell such shares only under a registration
statement with an appropriate prospectus, an appropriate exemption, or pursuant
to Rule 144 of the Securities Act.

          THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
                               SEE "THE COMPANY".

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is March 17, 1999.

                                        2
AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and
exhibits thereto. For further information with respect to the Company and such
securities, reference is hereby made to the Registration Statement and exhibits.
The statements contained in this Prospectus as to the contents of any agreement
or other document filed as an Exhibit are not complete and the description of
such agreement or document is qualified in its entirety by reference to such
agreement or document. The Registration Statement, together with the exhibits,
may be inspected at the Commission's principal office in Washington, D.C. and
copies may be obtained upon payment of the fees prescribed by the Commission.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Copies of such information, reports, proxy statements and other
information filed by the Company under the Exchange Act may be examined without
charge at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
Regional Offices: 7 World Trade Center, New York, New York 10048; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can also be
obtained at prescribed rates from the Commission's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also maintains a Worldwide Web site (address: http://www.sec. gov) that contains
reports, proxy and information statements, and the information regarding
registrants that file electronically with the Commission.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following documents filed by the Company with the Commission are
incorporated herein by reference in this Prospectus:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission pursuant to Section 13(a) of the
Exchange Act;

         (b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (c) The Company's Proxy Statement dated May 18, 1998; and

                                        3
(d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(b) of the Exchange
Act, including any subsequent amendment(s) or report(s) 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 de-registers 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 respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.

         The Company will furnish without charge, upon oral or written request,
to each person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than exhibits to such documents
not specifically incorporated by reference thereto. In addition, participants in
any of the Plans may obtain information about the plans or their administration
from the Company. Such request should be directed to Ariel Corporation, 2540
Route 130, Cranbury, New Jersey 08512, Attention: Corporate Secretary.

         The delivery of this document at any time does not imply that
information herein is correct as of the time subsequent to the date hereof.
Statements in this document as to the provisions of the Plans are not
necessarily complete and in each instance reference is made to the copy of such
plan which appears as an Exhibit to the Company's Registration Statement on Form
S-8 filed with the Commission on March 17, 1999 and each such statement in this
document is qualified in all respects by such reference.

                                        4
THE COMPANY

         Ariel Corporation ("Ariel" or the "Company") designs, develops and
markets high density modem pools and remote access solutions for open systems
platforms.

         Ariel's high-density modem pools are available in ISA Bus, PCI Bus, and
Compact PCI (cPCI) form factors, support up to sixty ports of 56K modem and ISDN
remote access, and connect to T1, E1, ISDN, and POTS lines. Ariel is the only
company currently shipping high-density V.90-compatible 56K central-site modem
cards for open systems PC and Unix platforms. Ariel's customized and cost
effective Open RAS products are used in medium and large enterprises, ISPs, and
small/medium offices to support telecommuting and provide remote access to the
Internet, corporate Intranets and Extranets, on-line services, transaction
processing, and unified messaging.

          The Company's Open RAS products are used by leading RAS OEMs, system
integrators, ISPs, transaction processing equipment suppliers, and end users
worldwide.

         The Company's growth strategy is to: (i) capitalize on opportunities in
the ISP market by offering high-performance, value-added products; (ii) increase
its share of its existing markets by continuing to offer high density remote
access solutions with superior price/performance characteristics to OEMs and
other end users; and (iii) develop an international sales and marketing effort,
focusing on the European market.

Investment Considerations

         The Company's business is subject to numerous risks including, among
other things, risks related to (i) recent losses; (ii) risks associated with
expansion and growth, (iii) technological change; (iv) strength of competitors;
(v) dependence on key personnel; and (vi) potential dilution of the Company's
securities from the exercise of outstanding options.

         The Company was incorporated in Delaware in September 1982. Its
principal executive offices are located at 2540 Route 130, Cranbury, New Jersey
08512. Its telephone number is (609) 860-2900, its e-mail address is
ariel@ariel.com and its World Wide Web home page can be accessed at
www.ariel.com.

                                        5
PURPOSE OF THE PLANS

         The purpose of all the stock option plans is to enable the Company to
attract and retain employees.

Summary of the Atlas Plan

         The Atlas Plan is a single employee stock option plan entered into in
connection with an employment agreement between the Company and Mr. Atlas
providing for his services as Chief Executive Officer of the Company for three
years. The Plan was approved by the Board of Directors which is responsible for
its implementation, interpretation and modification.

         Pursuant to the Atlas Plan, the Company has granted to Mr. Atlas the
right to acquire 361,500 shares of common stock as follows: 39,500 shares may be
purchased on or after December 21, 1999, 39,500 shares may be purchased on or
after December 21, 2000, 39,500 shares may be purchased on or after December 21,
2001, and 243,000 shares may be purchased on or after December 21, 2002. All
shares are purchasable at $2.375 per share. The last 243,000 shares may be
purchasable earlier than December 21, 2002 upon the Company reaching certain
milestones. The ability of Mr. Atlas to purchase the common stock under the plan
may be terminated pursuant to certain provisions of his employment agreement.

         The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Atlas Plan. Common stock that may
be acquired under Atlas Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Atlas Plan.

Summary of the Agnello Plan

         The Agnello Plan is a single employee stock option plan entered into in
connection with a severance agreement and a consulting agreement between the
Company and Mr. Agnello pursuant to which Mr. Agnello will continue to act as
the Company's Chairman of the Board of Directors and serve as a consultant for a
one year period. The Plan was approved by the Board of Directors which is
responsible for its implementation, interpretation and modification.

         Pursuant to the Agnello Plan, the Company has granted Mr. Agnello the
right to purchase 100,000 shares of Common Stock at $2.375 per share on or after
December 21, 1998.

                                        6
The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Agnello Plan. Common stock that
may be acquired under Agnello Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Agnello Plan.

Summary of the Schneider Plan

         The Schneider Plan is a single employee stock option plan entered into
in connection with an employment agreement between the Company and Mr. Schneider
providing for his services as Vice President of Marketing of the Company for
three years. The Plan was approved by the Board of Directors which is
responsible for its implementation, interpretation and modification.

         Pursuant to the Schneider Plan, the Company has granted to Mr.
Schneider the right to acquire 95,000 shares of common stock as follows: 22,500
shares may be purchased on or after December 21, 2000, 17,500 shares may be
purchased on or after December 21, 2001, 17,500 shares may be purchased on or
after December 21, 2002, 17,500 shares may be purchased on or after December 21,
2003, and 20,000 shares may be purchased on or after December 21, 2004. All
shares are purchasable at $2.375 per share. The last 20,000 shares may be
purchasable earlier than December 21, 2004 upon the Company reaching certain
milestones. The ability of Mr. Schneider to purchase the common stock under the
Plan may be terminated pursuant to certain provisions of his employment
agreement.

         The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Schneider Plan. Common stock that
may be acquired under Schneider Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Schneider Plan.

Summary of the Perold Plan

         The Perold Plan is a single employee stock option plan entered into in
connection with a consulting agreement between the Company and Mr. Perold
pursuant to which Mr. Perold served as a consultant to the Company. The Plan was
approved by the Board of Directors which is responsible for its implementation,
interpretation and modification.

                                        7
Pursuant to the Perold Plan, the Company has granted Mr. Perold the
right to acquire 80,000 shares of common stock at $4.00 per share on or after
November 15, 1998.

         The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Perold Plan. Common stock that may
be acquired under Perold Plan may be acquired by the surrender of other shares
of common stock owned by the employee or the surrender of an unexercised portion
of the right to acquire common stock under the Perold Plan.

         In November, 1998 the Company acquired for cash all the issued and
outstanding shares of a French company, Scii Telecom, S.A., with a view toward
expanding its product line and presence in Europe. The following seventeen
employees of the newly acquired company were granted stock options as an
incentive.

Summary of Mzili Plan

         The Mzili Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Mzili for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Mzili Plan the Company has granted Mr. Mzili the right
to acquire 10,000 shares of common stock at $2.75 per share as follows: 2,500
shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Mzili Plan. Common stock that may
be acquired under Mzili Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Mzili Plan.

                                        8
Summary of Guillemot Plan

         The Guillemot Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Guillemot for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Guillemot Plan the Company has granted Mr. Guillemot
the right to acquire 10,000 shares of common stock at $2.75 per share as
follows: 2,500 shares may be purchased on or after February 5, 2000, 2,500
shares may be purchased on or after February 5, 2001, 2,500 shares may be
purchased on or after February 5, 2002, and 2,500 shares may be purchased on or
after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Guillemot Plan. Common stock that
may be acquired under Guillemot Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Guillemot Plan.

Summary of Reignier Plan

         The Reignier Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Ms. Reignier for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Reignier Plan the Company has granted Ms. Reignier the
right to acquire 10,000 shares of common stock at $2.75 per share as follows:
2,500 shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation,

                                        9
reclassification, recapitalization or capital adjustment including a stock
dividend or other similar change in the common stock of the Company, equitable
adjustment shall be made by the Company in the number of kind and kind of shares
that may be acquired under Reignier Plan. Common stock that may be acquired
under Reignier Plan may be acquired by the surrender of other shares of common
stock owned by the employee or the surrender of an unexercised portion of the
right to acquire common stock under the Reignier Plan.

Summary of Araujo Plan

         The Araujo Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Araujo for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Araujo Plan the Company has granted Mr. Araujo the
right to acquire 5,000 shares of common stock at $2.75 per share as follows:
1,250 shares may be purchased on or after February 5, 2000, 1,2500 shares may be
purchased on or after February 5, 2001, 1,250 shares may be purchased on or
after February 5, 2002, and 1,250 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Araujo Plan. Common stock that may
be acquired under Araujo Plan may be acquired by the surrender of other shares
of common stock owned by the employee or the surrender of an unexercised portion
of the right to acquire common stock under the Araujo Plan.

Summary of Bord Plan

         The Bord Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Bord for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

                                       10
Pursuant to the Bord Plan the Company has granted Mr. Bord the right to
acquire 3,000 shares of common stock at $2.75 per share as follows: 750 shares
may be purchased on or after February 5, 2000, 750 shares may be purchased on or
after February 5, 2001, 750 shares may be purchased on or after February 5,
2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Bord Plan. Common stock that may
be acquired under Bord Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Bord Plan.

Summary of Allie Plan

         The Allie Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Allie for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Allie Plan the Company has granted Mr. Allie the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Allie Plan. Common stock that may
be acquired under Allie Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Allie Plan.

                                       11
Summary of Hervault Plan

         The Hervault Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Hervault for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Hervault Plan the Company has granted Mr. Hervault the
right to acquire 5,000 shares of common stock at $2.75 per share as follows:
1,250 shares may be purchased on or after February 5, 2000, 1,2500 shares may be
purchased on or after February 5, 2001, 1,250 shares may be purchased on or
after February 5, 2002, and 1,250 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Hervault Plan. Common stock that
may be acquired under Hervault Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Hervault Plan.

Summary of Defay Plan

         The Defay Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Defay for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Defay Plan the Company has granted Mr. Defay the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable

                                       12
except in the circumstances of death. In the event that a reorganization,
merger, consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Defay Plan. Common stock that may
be acquired under Defay Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Defay Plan.

Summary of Denis Plan

         The Denis Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Denis for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Denis Plan the Company has granted Mr. Denis the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Denis Plan. Common stock that may
be acquired under Denis Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Denis Plan.

Summary of Blondeaux Plan

         The Blondeaux Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Ms. Blondeaux for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Blondeaux Plan the Company has granted Ms. Blondeaux
the right to acquire 1,500 shares of common stock at $2.75 per share as follows:
375 shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5,

                                       13
2001, 375 shares may be purchased on or after February 5, 2002, and 375 shares
may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Blondeaux Plan. Common stock that
may be acquired under Blondeaux Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Blondeaux Plan.

Summary of Amblard Plan

         The Amblard Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Amblard for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Amblard Plan the Company has granted Ms. Amblard the
right to acquire 1,500 shares of common stock at $2.75 per share as follows: 375
shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5, 2001, 375 shares may be purchased on or after
February 5, 2002, and 375 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Amblard Plan. Common stock that
may be acquired under Amblard Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Amblard Plan.

                                       14
Summary of Henry Plan

         The Henry Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Henry for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Henry Plan the Company has granted Mr. Henry the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Henry Plan. Common stock that may
be acquired under Henry Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Henry Plan.

Summary of Holmes Plan

         The Holmes Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Holmes for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Holmes Plan the Company has granted Ms. Holmes the
right to acquire 1,500 shares of common stock at $2.75 per share as follows: 375
shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5, 2001, 375 shares may be purchased on or after
February 5, 2002, and 375 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation,

                                       15
reclassification, recapitalization or capital adjustment including a stock
dividend or other similar change in the common stock of the Company, equitable
adjustment shall be made by the Company in the number of kind and kind of shares
that may be acquired under Holmes Plan. Common stock that may be acquired under
Holmes Plan may be acquired by the surrender of other shares of common stock
owned by the employee or the surrender of an unexercised portion of the right to
acquire common stock under the Holmes Plan.

Summary of Carre Plan

         The Carre Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Carre for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Carre Plan the Company has granted Ms. Carre the right
to acquire 500 shares of common stock at $2.75 per share as follows: 125 shares
may be purchased on or after February 5, 2000, 125 shares may be purchased on or
after February 5, 2001, 125 shares may be purchased on or after February 5,
2002, and 125 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Carre Plan. Common stock that may
be acquired under Carre Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Carre Plan.

Summary of Hinks Plan

         The Hinks Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Hinks for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

                                       16
Pursuant to the Hinks Plan the Company has granted Ms. Hinks the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Hinks Plan. Common stock that may
be acquired under Hinks Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Hinks Plan.

Summary of Zumbiehl Plan

         The Zumbiehl Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Zumbiehl for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Zumbiehl Plan the Company has granted Mr. Zumbiehl the
right to acquire 10,000 shares of common stock at $2.75 per share as follows:
2,500 shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Zumbiehl Plan. Common stock that
may be acquired under Zumbiehl Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Zumbiehl Plan.

                                       17
Summary of Markert Plan

         The Markert Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Markert for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.

         Pursuant to the Markert Plan the Company has granted Mr. Markert the
right to acquire 25,000 shares of common stock at $2.75 per share as follows:
6,250 shares may be purchased on or after February 5, 2000, 6,250 shares may be
purchased on or after February 5, 2001, 6,250 shares may be purchased on or
after February 5, 2002, and 6,250 shares may be purchased on or after February
5, 2003.

         The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Markert Plan. Common stock that
may be acquired under Markert Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Markert Plan.

                             RESTRICTIONS ON RESALE
Options

         Persons who purchase shares of Common Stock upon the exercise of
Options under the Plans after the date hereof, will be free to resell those
shares without restriction under the exemption from registration provided by
Section 4(1) of the Securities Act of 1933, as amended, (the "Securities Act"),
except for those persons who are "affiliates" of the Company. Such affiliates
may resell such shares pursuant to an appropriate prospectus under an effective
registration statement under the Securities Act or pursuant to an available
exemption from registration. "Affiliate" is defined under the Securities Act as
a person who, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company. In
general, persons with the power to manage and direct the policies of the
Company, and relatives of such persons, among others, may be deemed to be
affiliates of the Company.

         If an affiliate wishes to resell or re-offer shares of Common Stock
purchased under the Plans, and if a registration statement is not in effect and
an appropriate prospectus is not available with respect to such shares, the
affiliate will be obliged as a precondition to any resale or re-offer

                                       18
to comply with either (i) Rule 144 under the Securities Act; or (ii) some other
applicable exemption under the Securities Act.

         Each person who may be an affiliate should, prior to reselling or
re-offering any option shares, consult with counsel to determine whether he may
be subject to the foregoing restrictions.

16(b) Restrictions

         Certain participants in the Plans are subject to limitations imposed by
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, as such, may not purchase and sell securities of the Company in any
six-month period without subjecting themselves to liability thereunder. Persons
subject to the limitations of Section 16(b) should consult with counsel before
purchasing, selling or otherwise transferring securities of the Company.

                         FEDERAL INCOME TAX CONSEQUENCES

         The following discussion of the federal income tax consequences of
participation in the Plans is only a summary, does not purport to be complete
and does not cover, among other things, state, local and foreign tax treatment
of participation in the Plans. Furthermore, differences in individual financial
situations may cause federal, state, local and foreign income tax consequences
of participation in the Plans to vary. Therefore, each participant is urged to
consult his own accountant, legal counsel or other tax advisor regarding the tax
consequences or participation in the Plan to him. The information contained in
this Section, FEDERAL INCOME TAX CONSEQUENCES, is based on existing law, which
is subject to change.

         The right to acquire Common Stock under the Plans are non-qualified
options. With respect to the options, (i) upon grant of the option, the
participant will recognize no income; (ii) upon exercise of the option (if the
shares of Common Stock are not subject to a substantial risk of forfeiture), the
participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; (iii) the Company will be required to comply with applicable Federal
income tax withholding requirements with respect to the amount of ordinary
compensation income recognized by the participant. On a disposition of the
shares, the participant will recognize gain or loss equal to the difference
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the participant
held the shares.

         If the shares acquired upon exercise of the option are subject to a
substantial risk of forfeiture, the participant will recognize income at the
time when the substantial risk of forfeiture is removed and the Company will
qualify for a corresponding deduction at such time.

                                       19
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act");

         (b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (c) The Registrant's Proxy Statement dated May 18, 1998; and

         (d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(g) of the Exchange
Act, including any subsequent amendment(s) or report(s) 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 de-registers 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 respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.

Item 4. Description of Securities.

         The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

         Certain legal matters in connection with the shares of common stock
being registered are being passed upon by Berger & Paul, LLP, 630 Third Avenue,
New York, New York 10017, counsel to the Registrant. Harold W. Paul, a member of
the firm, owns 3,500 common shares, 27,500 shares issuable upon currently
exercisable options and 35,000 options which are not currently exercisable.

                                       20
Item 6. Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action 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 the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred 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 not
reasonable cause to believe his conduct was unlawful.

         A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or contemplated action
or suit by or in the right of the corporation to procure a judgment in its favor
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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to be best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable to the corporation unless and only to the extent
that the court deter-mines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

         In addition, the indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

         The Amended and Restated Certificate of Incorporation of the Company
and the Bylaws of the Company provide for indemnification of directors and
officers of the Company to the fullest extent permitted by law, as now in effect
or later amended. The Bylaws provide that expenses incurred by an officer or
director in defending a civil or criminal action, suit, or proceeding may be
paid by the Company in advance of final disposition upon receipt of an
undertaking by or on behalf of such person to repay such amount if it ultimately
is determined that such person is not entitled to be indemnified by the Company.

                                       21
The Company may provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Company. The
Company currently maintains such liability insurance.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

Exhibit No.       Description
-----------       -----------
    4.1           Atlas Stock Option Plan
    4.2           Agnello Stock Option Plan
    4.3           Perold Stock Option Plan
    4.4           Schneider Stock Option Plan
    4.5           Mzili Stock Option Plan
    4.6           Guillemot Stock Option Plan
    4.7           Reignier Stock Option Plan
    4.8           Araujo Stock Option Plan
    4.9           Bord Stock Option Plan
    4.10          Allie Stock Option Plan
    4.11          Hervault Stock Option Plan
    4.12          Defay Stock Option Plan
    4.13          Denis Stock Option Plan
    4.14          Blondeaux Stock Option Plan
    4.15          Amblard Stock Option Plan
    4.16          Henry Stock Option Plan
    4.17          Holmes Stock Option Plan
    4.18          Carre Stock Option Plan
    4.19          Hinks Stock Option Plan
    4.20          Zumbiehl Stock Option Plan
    4.21          Markert Stock Option Plan
    5.1           Opinion of Berger & Paul, LLP
   23.1           Consent of PriceWaterhouse Coopers, LLP
                  independent accountants for Registrant
   23.2           Consent of Berger & Paul, LLP (included in Exhibit 5.1)

                                       22
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 or appendix 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 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) 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 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.

    (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 post-effective amendment any of
the securities 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 (and were applicable, each filing of an 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 procedures, 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

                                       23
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 a final adjudication of such issue.

                                       24
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 authorized this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in Cranbury, New Jersey on March 15, 1999.

                                 ARIEL CORPORATION

                                 By: /s/ Jay Atlas
                                     ----------------------------------
                                     Jay Atlas, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
Title                                       Date
                                                     -----                                       ----
/s/ Jay Atlas                                        Chief Executive Officer
------------------------                             President and Director                      March 15, 1999
Jay Atlas                                            

/s/ Harold W. Paul
------------------------                             Secretary and Director                      March 15, 1999
Harold W. Paul          
                             
/s/ Jack Loprete                                     Senior Vice President and
------------------------                             Principal Accounting Officer                March 15, 1999
Jack Loprete                                         

/s/ Anthony M. Agnello
------------------------                             Chairman                                    March 15, 1999
Anthony M. Agnello                                   

/s/ Theodore J. Coburn
------------------------                             Director                                    March 15, 1999
Theodore J. Coburn    
                               
/s/ Robert J. Ranalli
------------------------                             Director                                    March 15, 1999
Robert J. Ranalli                                    

/s/ Edward D. Horowitz
------------------------                             Director                                    March 15, 1999
Edward D. Horowitz                                   

/s/ Etienne A. Perold
------------------------                             Director                                    March 15, 1999
Etienne A. Perold
EXHIBIT INDEX

Exhibit No.       Description

    4.1           Atlas Stock Option Plan
    4.2           Agnello Stock Option Plan
    4.3           Perold Stock Option Plan
    4.4           Schneider Stock Option Plan
    4.5           Mzili Stock Option Plan
    4.6           Guillemot Stock Option Plan
    4.7           Reignier Stock Option Plan
    4.8           Araujo Stock Option Plan
    4.9           Bord Stock Option Plan
    4.10          Allie Stock Option Plan
    4.11          Hervault Stock Option Plan
    4.12          Defay Stock Option Plan
    4.13          Denis Stock Option Plan
    4.14          Blondeaux Stock Option Plan
    4.15          Amblard Stock Option Plan
    4.16          Henry Stock Option Plan
    4.17          Holmes Stock Option Plan
    4.18          Carre Stock Option Plan
    4.19          Hinks Stock Option Plan
    4.20          Zumbiehl Stock Option Plan
    4.21          Markert Stock Option Plan
    5.1           Opinion of Berger & Paul, LLP
    23.1          Consent of PriceWaterhouse Coopers, LLP
                  independent accountants for Registrant
    23.2          Consent of Berger & Paul, LLP (included in Exhibit 5.1)