<PAGE>
 
                                      Registration No. 333-____________

                                 FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        CSG SYSTEMS INTERNATIONAL, INC.
               ------------------------------------------------
            (Exact name of registrant as specified in its charter)


               Delaware                                47-0783182
      ------------------------------------------------------------------
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               Identification No.)


          7887 East Belleview Ave., Suite 1000, Englewood, CO  80111
        --------------------------------------------------------------
          (Address of Principal Executive Offices)        (Zip Code)


                        CSG Systems International, Inc.
                           1996 Stock Incentive Plan
                      ----------------------------------
                           (Full title of the plan)


                Joseph T. Ruble, General Counsel and Secretary
                        CSG Systems International, Inc.
           7887 East Belleview Ave., Suite 1000, Englewood, CO 80111
        ---------------------------------------------------------------
                    (Name and address of agent for service)


                                (303) 796-2850
     ---------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)



                                   Copy to:
                               Howard J. Kaslow
                        8712 West Dodge Road, Suite 300
                             Omaha, NE  68114-3419



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
                                         Proposed maximum   Proposed maximum
Title of securities      Amount to be     offering price   aggregate offering       Amount of
to be registered          registered        per share            price          registration  fee
                        ---------------  ----------------  ------------------  --------------------
<S>                     <C>              <C>               <C>                 <C>
Common Stock, par         
 value $0.01 per                                              
 share               1,600,075 shares (1)    $41.8125 (2)     $66,903,135 (3)          $19,736
 
</TABLE>



(1)  This Form S-8 covers an additional 1,600,075 shares authorized for issuance
     under the registrant's 1996 Stock Incentive Plan.  2,394,000 shares
     authorized for issuance under such Plan already have been registered
     pursuant to a previously filed Form S-8.

(2)  Estimated solely for purposes of calculating the registration fee.  The
     price is based upon the average of the high and low prices of CSG Systems
     International, Inc. Common Stock on March 19, 1998, as reported on the
     National Association of Securities Dealers Automated Quotation system.

(3)  The aggregate offering price is based upon the proposed maximum offering
     price per share for the shares being registered.
<PAGE>
 
                                  PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference
---------------------------------------

      The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part thereof from the date of filing of such documents.

      (a)  The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.

      (b)  All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.

      (c)  The description of the class of securities being offered contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

Indemnification of Directors and Officers.
----------------------------------------- 

      Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees, and agents.  Consistent therewith, the registrant's By-Laws require
the registrant, to the maximum extent and in the manner permitted by the
Delaware General Corporation Law, to indemnify each of its directors and
officers against expenses (including but not limited to attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any proceeding to which such director or officer
was, is, or may be a party by reason of the fact that such person is or was a
director, officer, employee, or agent of the registrant.  For purposes of this
provision, a "director" or "officer" of the registrant includes any person (i)
who is or was a director or officer of the registrant, (ii) who is or was
serving at the request of the registrant as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, or (iii) who was a director or officer of a corporation that was a
predecessor corporation of the registrant or of another enterprise at the
request of such predecessor corporation.  The registrant may, to the extent and
in the manner permitted by the General Corporation Law of Delaware, indemnify
each of its employees and agents (other than directors and officers) against
expenses (including but not limited to attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with
any proceeding to which such person was, is, or may be a party by reason of the
fact that such person is or was an employee or agent of the registrant.  For
purposes of this provision, an "employee" or "agent" of the registrant (other
than a director or officer) includes any person (i) who is or was an employee or
agent of the registrant, (ii) who is or was serving at the request of the
registrant as an employee or agent of another corporation, 

                                       2
<PAGE>
 
partnership, joint venture, trust, or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
registrant or of another enterprise at the request of such predecessor
corporation.

      The registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.

      The registrant has entered into separate indemnification agreements with
each of its directors and certain executive and other officers pursuant to which
the registrant has agreed, among other things, and subject to certain limited
exceptions (i) to indemnify them to the fullest extent permitted by law against
any claims and expenses incurred in connection therewith arising out of any
event or occurrence relating to their status as director, officer, employee,
agent, or fiduciary of the Company or of any other entity as to which they
served at the request of the registrant or by reason of any action or inaction
while serving in such capacity, and (ii) to advance any such expenses no later
than five days after demand.

      Under a registration rights agreement between the registrant and certain
of its stockholders, the registrant has agreed to indemnify each stockholder
selling his, her, or its shares thereunder in connection with any expenses,
losses, claims, damages, or liabilities arising out of certain acts or omissions
of the registrant.

Undertakings
------------

      (a) The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Exchange Act that are incorporated by
reference in this registration statement.

      2.  That, for the purpose of determining any liability under the
Securities Act of 1933, as 

                                       3
<PAGE>
 
amended (the "Act"), each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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

                                       4
<PAGE>
 
                                  SIGNATURES


          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENGLEWOOD, STATE OF COLORADO, ON MARCH 20, 1998.

                                  CSG SYSTEMS INTERNATIONAL, INC.

                                  By:    /s/ Neal C. Hansen
                                       ------------------------------------
                                       Neal C. Hansen, Chairman of
                                       the Board and Chief Executive
                                       Officer (Principal Executive
                                       Officer)

                               POWER OF ATTORNEY

          We, the undersigned officers and directors of CSG Systems
International, Inc., hereby severally and individually constitute and appoint
Neal C. Hansen, John P. Pogge, and Greg Parker, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and other
instruments.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.


<TABLE>
<CAPTION>
               Name                                              Title                                         Date
               ----                                              -----                                         ---- 
<S>                                              <C>                                                   <C> 
       /s/ Neal C. Hansen                        
--------------------------------------------     Chairman of the Board, Chief Executive Officer        March 20, 1998
           Neal C. Hansen                        and Director (Principal Executive Officer)                           

       /s/ John P. Pogge                                                     
--------------------------------------------     President and Director                                March 20, 1998
           John P. Pogge

       /s/ Greg Parker                                                        
--------------------------------------------     Chief Financial Officer                               March 20, 1998
           Greg Parker
 
       /s/ Randy Wiese                                                                          
--------------------------------------------     Controller (Principal Accounting Officer)             March 20, 1998
           Randy Wiese

      /s/ George F. Haddix                                    
--------------------------------------------     Director                                              March 20, 1998
          George F. Haddix

      /s/ Royce J. Holland                                    
--------------------------------------------     Director                                              March 20, 1998
          Royce J. Holland

      /s/ Janice Obuchowski                                   
--------------------------------------------     Director                                              March 20, 1998
          Janice Obuchowski

      /s/ Bernard W. Reznicek                    
--------------------------------------------     Director                                              March 20, 1998
          Bernard W. Reznicek
 
      /s/ Rockwell A. Schnabel                   
--------------------------------------------     Director                                              March 20, 1998
          Rockwell A. Schnabel
 
      /s/ Frank V. Sica                                                                               
--------------------------------------------     Director                                              March 20, 1998
          Frank V. Sica
</TABLE>

                                       5
<PAGE>
 
                                 EXHIBIT INDEX



          Exhibit No.                        Description
          -----------                        -----------


               5                        Opinion of Legal Counsel
               23                       Consent of Arthur Andersen LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17033}]
{"company-data": {"conformed-name": "CSG SYSTEMS INTERNATIONAL INC", "cik": "0001005757", "assigned-sic": "7374", "irs-number": "470783182", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48451", "film-number": "98570677"}, "business-address": {"street1": "7887 EAST BELLEVIEW AVE", "street2": "SUITE 1000", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3037962850"}, "mail-address": {"street1": "5251 DTC PARKWAY SUITE 625", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}}
Registration No. 333-____________

                                 FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        CSG SYSTEMS INTERNATIONAL, INC.
               ------------------------------------------------
            (Exact name of registrant as specified in its charter)

               Delaware                                47-0783182
      ------------------------------------------------------------------
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               Identification No.)

          7887 East Belleview Ave., Suite 1000, Englewood, CO  80111
        --------------------------------------------------------------
          (Address of Principal Executive Offices)        (Zip Code)

                        CSG Systems International, Inc.
                           1996 Stock Incentive Plan
                      ----------------------------------
                           (Full title of the plan)

                Joseph T. Ruble, General Counsel and Secretary
                        CSG Systems International, Inc.
           7887 East Belleview Ave., Suite 1000, Englewood, CO 80111
        ---------------------------------------------------------------
                    (Name and address of agent for service)

                                (303) 796-2850
     ---------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                               Howard J. Kaslow
                        8712 West Dodge Road, Suite 300
                             Omaha, NE  68114-3419

                        CALCULATION OF REGISTRATION FEE
Proposed maximum   Proposed maximum
Title of securities      Amount to be     offering price   aggregate offering       Amount of
to be registered          registered        per share            price          registration  fee
                        ---------------  ----------------  ------------------  --------------------
Common Stock, par         
 value $0.01 per                                              
 share               1,600,075 shares (1)    $41.8125 (2)     $66,903,135 (3)          $19,736
(1)  This Form S-8 covers an additional 1,600,075 shares authorized for issuance
     under the registrant's 1996 Stock Incentive Plan.  2,394,000 shares
     authorized for issuance under such Plan already have been registered
     pursuant to a previously filed Form S-8.

(2)  Estimated solely for purposes of calculating the registration fee.  The
     price is based upon the average of the high and low prices of CSG Systems
     International, Inc. Common Stock on March 19, 1998, as reported on the
     National Association of Securities Dealers Automated Quotation system.

(3)  The aggregate offering price is based upon the proposed maximum offering
     price per share for the shares being registered.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference
---------------------------------------

      The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part thereof from the date of filing of such documents.

      (a)  The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act.

      (b)  All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.

      (c)  The description of the class of securities being offered contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

Indemnification of Directors and Officers.
----------------------------------------- 

      Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees, and agents.  Consistent therewith, the registrant's By-Laws require
the registrant, to the maximum extent and in the manner permitted by the
Delaware General Corporation Law, to indemnify each of its directors and
officers against expenses (including but not limited to attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any proceeding to which such director or officer
was, is, or may be a party by reason of the fact that such person is or was a
director, officer, employee, or agent of the registrant.  For purposes of this
provision, a "director" or "officer" of the registrant includes any person (i)
who is or was a director or officer of the registrant, (ii) who is or was
serving at the request of the registrant as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, or (iii) who was a director or officer of a corporation that was a
predecessor corporation of the registrant or of another enterprise at the
request of such predecessor corporation.  The registrant may, to the extent and
in the manner permitted by the General Corporation Law of Delaware, indemnify
each of its employees and agents (other than directors and officers) against
expenses (including but not limited to attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with
any proceeding to which such person was, is, or may be a party by reason of the
fact that such person is or was an employee or agent of the registrant.  For
purposes of this provision, an "employee" or "agent" of the registrant (other
than a director or officer) includes any person (i) who is or was an employee or
agent of the registrant, (ii) who is or was serving at the request of the
registrant as an employee or agent of another corporation, 

                                       2
partnership, joint venture, trust, or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
registrant or of another enterprise at the request of such predecessor
corporation.

      The registrant maintains directors and officers liability insurance for
the benefit of its directors and officers.

      The registrant has entered into separate indemnification agreements with
each of its directors and certain executive and other officers pursuant to which
the registrant has agreed, among other things, and subject to certain limited
exceptions (i) to indemnify them to the fullest extent permitted by law against
any claims and expenses incurred in connection therewith arising out of any
event or occurrence relating to their status as director, officer, employee,
agent, or fiduciary of the Company or of any other entity as to which they
served at the request of the registrant or by reason of any action or inaction
while serving in such capacity, and (ii) to advance any such expenses no later
than five days after demand.

      Under a registration rights agreement between the registrant and certain
of its stockholders, the registrant has agreed to indemnify each stockholder
selling his, her, or its shares thereunder in connection with any expenses,
losses, claims, damages, or liabilities arising out of certain acts or omissions
of the registrant.

Undertakings
------------

      (a) The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Exchange Act that are incorporated by
reference in this registration statement.

      2.  That, for the purpose of determining any liability under the
Securities Act of 1933, as 

                                       3
amended (the "Act"), each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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

                                       4
SIGNATURES

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ENGLEWOOD, STATE OF COLORADO, ON MARCH 20, 1998.

                                  CSG SYSTEMS INTERNATIONAL, INC.

                                  By:    /s/ Neal C. Hansen
                                       ------------------------------------
                                       Neal C. Hansen, Chairman of
                                       the Board and Chief Executive
                                       Officer (Principal Executive
                                       Officer)

                               POWER OF ATTORNEY

          We, the undersigned officers and directors of CSG Systems
International, Inc., hereby severally and individually constitute and appoint
Neal C. Hansen, John P. Pogge, and Greg Parker, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and other
instruments.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
Name                                              Title                                         Date
               ----                                              -----                                         ----
/s/ Neal C. Hansen                        
--------------------------------------------     Chairman of the Board, Chief Executive Officer        March 20, 1998
           Neal C. Hansen                        and Director (Principal Executive Officer)                           

       /s/ John P. Pogge                                                     
--------------------------------------------     President and Director                                March 20, 1998
           John P. Pogge

       /s/ Greg Parker                                                        
--------------------------------------------     Chief Financial Officer                               March 20, 1998
           Greg Parker
 
       /s/ Randy Wiese                                                                          
--------------------------------------------     Controller (Principal Accounting Officer)             March 20, 1998
           Randy Wiese

      /s/ George F. Haddix                                    
--------------------------------------------     Director                                              March 20, 1998
          George F. Haddix

      /s/ Royce J. Holland                                    
--------------------------------------------     Director                                              March 20, 1998
          Royce J. Holland

      /s/ Janice Obuchowski                                   
--------------------------------------------     Director                                              March 20, 1998
          Janice Obuchowski

      /s/ Bernard W. Reznicek                    
--------------------------------------------     Director                                              March 20, 1998
          Bernard W. Reznicek
 
      /s/ Rockwell A. Schnabel                   
--------------------------------------------     Director                                              March 20, 1998
          Rockwell A. Schnabel
 
      /s/ Frank V. Sica                                                                               
--------------------------------------------     Director                                              March 20, 1998
          Frank V. Sica
5
EXHIBIT INDEX

          Exhibit No.                        Description
          -----------                        -----------

               5                        Opinion of Legal Counsel
               23                       Consent of Arthur Andersen LLP