<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                      ENHANCE FINANCIAL SERVICES GROUP INC.
             (Exact name of registrant as specified in its charter)

                               New York 13-3333448
         (State or other jurisdiction of (I.R.S. Employer Identification
                     incorporation or organization) Number)

                               335 Madison Avenue
                            New York, New York 10017
               (Address of principal executive offices) (Zip code)

                      ENHANCE FINANCIAL SERVICES GROUP INC.
                 1997 LONG-TERM INCENTIVE PLAN FOR KEY EMPLOYEES
                            (Full title of the Plan)

                              Samuel Bergman, Esq.
                  Executive Vice President and General Counsel
                      Enhance Financial Services Group Inc.
                               335 Madison Avenue
                            New York, New York 10017
                                 (212) 983-3100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                Proposed maximum       Proposed maximum        Amount of
  Title of securities        Amount to be        offering price       aggregate offering      Registration
    to be Registered        Registered (1)        Per Share (2)            Price (2)              Fee
    ----------------        --------------        -------------            ---------              ---
<S>                        <C>                       <C>                 <C>                   <C>
Common Stock, par value
     $.10 per share        3,100,000 shares          $ 15.88             $ 49,228,000          $ 12,996
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Act"), an
     additional undeterminable number of shares of common stock, par value $.10
     per share ("Common Stock"), is being registered to cover any adjustments in
     the number of shares of Common Stock issuable under the Enhance Financial
     Services Group Inc. 1997 Long-Term Incentive Plan for Key Employees
     pursuant to the anti-dilution provisions thereof.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) under the Act.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents By Reference.

         The following documents filed with the Securities and Exchange
Commission by Enhance Financial Services Group Inc. ("Enhance Financial" or the
"Registrant") are incorporated herein by reference:

         (1)      Enhance Financial's Annual Report on Form 10-K for the year
                  ended December 31, 1998;

         (2)      Enhance Financial's Quarterly Report on Form 10-Q for the
                  three-month period ended March 31, 1999;

         (3)      Enhance Financial's Quarterly Report on Form 10-Q for the
                  three-month period ended June 30, 1999;

         (4)      Enhance Financial's Quarterly Report on Form 10-Q for the
                  three-month period ended September 30, 1999; and

         (5)      the description of the Common Stock contained in Enhance
                  Financial's Registration Statement filed on Form 8-A.

         All documents subsequently filed by Enhance Financial pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered 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 hereof from the date of filing such documents. Any
statement in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


ITEM 4.  Description of Securities.

         Not applicable.


ITEM 5.  ]Interest of Named Experts and Counsel.

         Certain legal matters with respect to the securities being offered
hereby are being passed upon by Samuel Bergman, Esq., Executive Vice President
and General Counsel of Enhance Financial. As of December 20, 1999, Mr. Bergman
owned 8,700 shares of Common Stock and held options to purchase an additional
273,000 shares.


ITEM 6.  Indemnification of Directors and Officers.

         As permitted by Section 722 of the New York Business Corporation Law
(the "BCL"), the amended certificate of incorporation of Enhance Financial
eliminates the personal liability of members of its board of directors to
Enhance Financial or its shareholders for monetary damages for violations of
their financial duty of care. Such provision has no effect on the availability
of equitable remedies, such as an injunction or rescission, for breach of
fiduciary duty. In addition, such provision may not and does not


                                      II-1
<PAGE>

eliminate or limit the liability of a director for breaching his or her duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating the law, paying an unlawful dividend or approving an illegal
stock repurchase, or obtaining an improper personal benefit.

         Section 6.5 of Enhance Financial's by-laws provides that, except as
prohibited by the BCL, directors and certain other personnel of Enhance
Financial are to be indemnified against expenses and certain other liabilities
arising out of legal actions brought or threatened against them for their
conduct on behalf of Enhance Financial, subject to certain qualifications and
provided that each such person acted in good faith and in a manner that he or
she reasonably believed was in Enhance Financial's best interest and did not
derive any improper financial profit or other advantage.


ITEM 7.  Exemption from Registration Claimed.

         Not applicable.


ITEM 8.  Exhibits.

         Exhibit No.    Document
         -----------    --------

            3.1         Restated certificate of incorporation of the registrant
                        filed with the State of New York on July 7, 1999.
                        (Incorporated by reference to Exhibit 3.1 to the
                        registrant's Quarterly Report on Form 10-Q for the
                        period ended June 30, 1999 (the "1999 2Q 10-Q")

            3.2         By-laws of the registrant. (Incorporated by reference to
                        Exhibit 3.2 to Amendment No. 1 filed with the Securities
                        and Exchange Commission on January 21, 1992 to the
                        registrant's Registration Statement on Form S-1 (File
                        No. 33-44322) filed with the Securities and Exchange
                        Commission on December 11, 1991.)

            5           Opinion of Samuel Bergman, Esq. re legality of shares of
                        Common Stock being registered.

            10.2.2      1997 Long-Term Incentive Plan for Key Employees, as
                        amended and restated as of June 3, 1999. (Incorporated
                        by reference to Exhibit 10.2.2 to the registrants 1999
                        2Q 10-Q.)

            23.1        Consent of Deloitte & Touche LLP.

            23.2        Consent of Samuel Bergman, Esq. (included in Exhibit 5).

            24          Power of Attorney (see pages II-4 and II-5 of this
                        Registration Statement).


ITEM 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

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

                           (i) to include any 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;


                                      II-2
<PAGE>

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

                           (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, Form S-8 or Form F-3,
                  and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 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 the time shall
         be deemed to be the initial bona fide offering thereof.

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

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

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   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 New York, State of New York, on December 20, 1999.

                                        ENHANCE FINANCIAL SERVICES GROUP INC.

                                        By /s/ DANIEL GROSS
                                           -------------------------------------
                                           Daniel Gross
                                           President and Chief Executive Officer


                        SIGNATURES AND POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Daniel Gross and Samuel Bergman, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Enhance Financial Services Group Inc., and any or all
amendments (including post-effective amendments) thereto, relating to the
offering of shares of its Common Stock, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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

Signatures                  Title                              Date
----------                  -----                              ----


/s/ DANIEL GROSS            President, Chief Executive         December 20, 1999
-------------------------   Officer and Director
Daniel Gross                (principal executive officer)


/s/ RICHARD J. LUTENSKI     Executive Vice President           December 20, 1999
-------------------------   (principal financial
Richard J. Lutenski         officer and principal
                            accounting officer)


/s/ BRENTON W. HARRIES      Director                           December 20, 1999
-------------------------
Brenton W. Harries


/s/ DAVID R. MARKIN         Director                           December 20, 1999
-------------------------
David R. Markin


/s/ JAY A. NOVIK            Director                           December 20, 1999
-------------------------
Jay A. Novik


                                      II-4
<PAGE>

Signatures                  Title                              Date
----------                  -----                              ----


/s/ WALLACE O. SELLERS      Director                           December 20, 1999
-------------------------
Wallace O. Sellers


/s/ RICHARD J. SHIMA        Director                           December 20, 1999
-------------------------
Richard J. Shima


/s/ ROBERT P. SALTZMAN      Director                           December 20, 1999
-------------------------
Robert P. Saltzman


/s/ SPENCER R. STUART       Director                           December 20, 1999
-------------------------
Spencer R. Stuart


/s/ ALLAN R. TESSLER        Director                           December 20, 1999
-------------------------
Allan R. Tessler


/s/ FRIEDA K. WALLISON      Director                           December 20, 1999
-------------------------
Frieda K. Wallison


/s/ JERRY WIND               Director                          December 20, 1999
-------------------------
Jerry Wind


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17241}]
{"company-data": {"conformed-name": "ENHANCE FINANCIAL SERVICES GROUP INC", "cik": "0000881889", "assigned-sic": "6399", "irs-number": "133333448", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93275", "film-number": "99778452"}, "business-address": {"street1": "335 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2129833100"}, "mail-address": {"street1": "335 MADISON AVENUE", "street2": "25TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                      ENHANCE FINANCIAL SERVICES GROUP INC.
             (Exact name of registrant as specified in its charter)

                               New York 13-3333448
         (State or other jurisdiction of (I.R.S. Employer Identification
                     incorporation or organization) Number)

                               335 Madison Avenue
                            New York, New York 10017
               (Address of principal executive offices) (Zip code)

                      ENHANCE FINANCIAL SERVICES GROUP INC.
                 1997 LONG-TERM INCENTIVE PLAN FOR KEY EMPLOYEES
                            (Full title of the Plan)

                              Samuel Bergman, Esq.
                  Executive Vice President and General Counsel
                      Enhance Financial Services Group Inc.
                               335 Madison Avenue
                            New York, New York 10017
                                 (212) 983-3100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum        Amount of
  Title of securities        Amount to be        offering price       aggregate offering      Registration
    to be Registered        Registered (1)        Per Share (2)            Price (2)              Fee
    ----------------        --------------        -------------            ---------              ---
Common Stock, par value
     $.10 per share        3,100,000 shares          $ 15.88             $ 49,228,000          $ 12,996
(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Act"), an
     additional undeterminable number of shares of common stock, par value $.10
     per share ("Common Stock"), is being registered to cover any adjustments in
     the number of shares of Common Stock issuable under the Enhance Financial
     Services Group Inc. 1997 Long-Term Incentive Plan for Key Employees
     pursuant to the anti-dilution provisions thereof.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and Rule 457(c) under the Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents By Reference.

         The following documents filed with the Securities and Exchange
Commission by Enhance Financial Services Group Inc. ("Enhance Financial" or the
"Registrant") are incorporated herein by reference:

         (1)      Enhance Financial's Annual Report on Form 10-K for the year
                  ended December 31, 1998;

         (2)      Enhance Financial's Quarterly Report on Form 10-Q for the
                  three-month period ended March 31, 1999;

         (3)      Enhance Financial's Quarterly Report on Form 10-Q for the
                  three-month period ended June 30, 1999;

         (4)      Enhance Financial's Quarterly Report on Form 10-Q for the
                  three-month period ended September 30, 1999; and

         (5)      the description of the Common Stock contained in Enhance
                  Financial's Registration Statement filed on Form 8-A.

         All documents subsequently filed by Enhance Financial pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered 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 hereof from the date of filing such documents. Any
statement in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  Description of Securities.

         Not applicable.

ITEM 5.  ]Interest of Named Experts and Counsel.

         Certain legal matters with respect to the securities being offered
hereby are being passed upon by Samuel Bergman, Esq., Executive Vice President
and General Counsel of Enhance Financial. As of December 20, 1999, Mr. Bergman
owned 8,700 shares of Common Stock and held options to purchase an additional
273,000 shares.

ITEM 6.  Indemnification of Directors and Officers.

         As permitted by Section 722 of the New York Business Corporation Law
(the "BCL"), the amended certificate of incorporation of Enhance Financial
eliminates the personal liability of members of its board of directors to
Enhance Financial or its shareholders for monetary damages for violations of
their financial duty of care. Such provision has no effect on the availability
of equitable remedies, such as an injunction or rescission, for breach of
fiduciary duty. In addition, such provision may not and does not

                                      II-1
eliminate or limit the liability of a director for breaching his or her duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating the law, paying an unlawful dividend or approving an illegal
stock repurchase, or obtaining an improper personal benefit.

         Section 6.5 of Enhance Financial's by-laws provides that, except as
prohibited by the BCL, directors and certain other personnel of Enhance
Financial are to be indemnified against expenses and certain other liabilities
arising out of legal actions brought or threatened against them for their
conduct on behalf of Enhance Financial, subject to certain qualifications and
provided that each such person acted in good faith and in a manner that he or
she reasonably believed was in Enhance Financial's best interest and did not
derive any improper financial profit or other advantage.

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

         Exhibit No.    Document
         -----------    --------

            3.1         Restated certificate of incorporation of the registrant
                        filed with the State of New York on July 7, 1999.
                        (Incorporated by reference to Exhibit 3.1 to the
                        registrant's Quarterly Report on Form 10-Q for the
                        period ended June 30, 1999 (the "1999 2Q 10-Q")

            3.2         By-laws of the registrant. (Incorporated by reference to
                        Exhibit 3.2 to Amendment No. 1 filed with the Securities
                        and Exchange Commission on January 21, 1992 to the
                        registrant's Registration Statement on Form S-1 (File
                        No. 33-44322) filed with the Securities and Exchange
                        Commission on December 11, 1991.)

            5           Opinion of Samuel Bergman, Esq. re legality of shares of
                        Common Stock being registered.

            10.2.2      1997 Long-Term Incentive Plan for Key Employees, as
                        amended and restated as of June 3, 1999. (Incorporated
                        by reference to Exhibit 10.2.2 to the registrants 1999
                        2Q 10-Q.)

            23.1        Consent of Deloitte & Touche LLP.

            23.2        Consent of Samuel Bergman, Esq. (included in Exhibit 5).

            24          Power of Attorney (see pages II-4 and II-5 of this
                        Registration Statement).

ITEM 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

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

                           (i) to include any 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;

                                      II-2
(ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                           (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, Form S-8 or Form F-3,
                  and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 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 the time shall
         be deemed to be the initial bona fide offering thereof.

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

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

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
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 New York, State of New York, on December 20, 1999.

                                        ENHANCE FINANCIAL SERVICES GROUP INC.

                                        By /s/ DANIEL GROSS
                                           -------------------------------------
                                           Daniel Gross
                                           President and Chief Executive Officer

                        SIGNATURES AND POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Daniel Gross and Samuel Bergman, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 of Enhance Financial Services Group Inc., and any or all
amendments (including post-effective amendments) thereto, relating to the
offering of shares of its Common Stock, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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

Signatures                  Title                              Date
----------                  -----                              ----

/s/ DANIEL GROSS            President, Chief Executive         December 20, 1999
-------------------------   Officer and Director
Daniel Gross                (principal executive officer)

/s/ RICHARD J. LUTENSKI     Executive Vice President           December 20, 1999
-------------------------   (principal financial
Richard J. Lutenski         officer and principal
                            accounting officer)

/s/ BRENTON W. HARRIES      Director                           December 20, 1999
-------------------------
Brenton W. Harries

/s/ DAVID R. MARKIN         Director                           December 20, 1999
-------------------------
David R. Markin

/s/ JAY A. NOVIK            Director                           December 20, 1999
-------------------------
Jay A. Novik

                                      II-4
Signatures                  Title                              Date
----------                  -----                              ----

/s/ WALLACE O. SELLERS      Director                           December 20, 1999
-------------------------
Wallace O. Sellers

/s/ RICHARD J. SHIMA        Director                           December 20, 1999
-------------------------
Richard J. Shima

/s/ ROBERT P. SALTZMAN      Director                           December 20, 1999
-------------------------
Robert P. Saltzman

/s/ SPENCER R. STUART       Director                           December 20, 1999
-------------------------
Spencer R. Stuart

/s/ ALLAN R. TESSLER        Director                           December 20, 1999
-------------------------
Allan R. Tessler

/s/ FRIEDA K. WALLISON      Director                           December 20, 1999
-------------------------
Frieda K. Wallison

/s/ JERRY WIND               Director                          December 20, 1999
-------------------------
Jerry Wind

                                      II-5