Draft of May 14, 1997
            As filed with the Securities and Exchange Commission on May 16, 1997
                                                Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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


                             KATZ MEDIA GROUP, INC.
               (Exact Name of issuer as specified in its charter)

         Delaware                                             13-3779269
(State of Other Jurisdiction of                            (I.R.S. Employer
 incorporation or Organization)                           Identification No.)


                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-6000
                    (Address of principal executive offices)
                                 --------------

                             KATZ MEDIA GROUP, INC.
                           1997 RESTRICTED STOCK PLAN
                            (Full title of the plan)
                                 --------------

                                Richard E. Vendig
                     Senior Vice President, Chief Financial
                       & Administrative Officer, Treasurer
                             Katz Media Group, Inc.
                              125 West 55th Street
                            New York, New York 10019

                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (212) 424-6000

<TABLE>
<CAPTION>

                                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                Proposed             Proposed
                                                Maximum               Maximum             Amount of
  Title of Shares        Amount to be        Offering Price          Aggregate          Registration
 to be Registered         Registered          Per Share(1)       Offering Price(1)           Fee
<S>                     <C>                 <C>                 <C>                    <C>

----------------------------------------------------------------------------------------------------------
Common Stock
(par value $.01          600,000 shares      $6.19               $3,714,000             $1,125
per
Share)..........
==========================================================================================================

(1)            Estimated  solely for the purpose of calculating the  registration  fee pursuant to Rule 457 of
               the  Securities  Act of 1933,  using the  average  of the high and low prices  reported  on the
               American Stock Exchange on May 14, 1997.



                                                       1
</TABLE>
<PAGE>




                                     PART I

Item 1.        PLAN INFORMATION.

               Not included pursuant to Form S-8 instructions.

Item 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

               Not included pursuant to Form S-8 instructions.


                                     PART II

Item 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

               Katz Media Group, Inc. (the "Company") hereby incorporates herein
by reference the following documents:

               (1)  The Company's  annual report on Form 10-K for the year ended
                    December 31, 1996;

               (2)  All reports filed  pursuant to Section 13(a) or 15(d) of the
                    Securities  Exchange Act of 1934, as amended (the  "Exchange
                    Act"),  on  or  after  December  31,  1996,   including  the
                    Company's Form 10-Q for the period ended March 31, 1997; and

               (3)  The  description of the Company's  Common Stock contained in
                    the  Registration  Statement  on Form  S-1  filed  with  the
                    Securities and Exchange  Commission  (the  "Commission")  on
                    March  30,  1995,   Registration  No.  33-87406,   including
                    amendments  thereto and any report  filed for the purpose of
                    updating   such   description   (the   "1995    Registration
                    Statement").

               In  addition,  all  documents  filed by the  Company  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered herein have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the  respective
date of filing of each such document.

Item 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.





                                        2


<PAGE>



Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General  Corporation Law (the "DGCL")
and Article SEVENTH of the Company's  Certificate of  Incorporation  provide for
indemnification  of  the  Company's  directors  and  officers  in a  variety  of
circumstances,  which may include  liabilities under the Securities Act. Article
SEVENTH provides that unless  otherwise  determined by the Board of Directors of
the Company,  the Company shall  indemnify,  to the full extent permitted by the
laws of  Delaware  as from time to time in  effect,  the  persons  described  in
Section 145 of the DGCL.

               The general effect of the provisions in the Company's Certificate
of Incorporation and the DGCL is to provide that the Company shall indemnify its
directors  and  officers  against all  liabilities  and  expenses  actually  and
reasonably incurred in connection with the defense or settlement of any judicial
or  administrative  proceedings in which they have become  involved by reason of
their status as corporate directors or officers, if they acted in good faith and
in the reasonable belief that their conduct was neither unlawful (in the case of
criminal  proceedings) nor inconsistent  with the best interests of the Company.
With respect to legal  proceedings  by or in the right of the Company in which a
director or officer is ajudged  liable for improper  performance  of his duty to
the  Company or another  enterprise  for which such  person  served in a similar
capacity  at the  request  of the  Company,  indemnification  is limited by such
provisions to that amount which is permitted by the court.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

Item 8.        EXHIBITS.

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

     3(a)                Restated  Certificate of  Incorporation  of the Company
                         (incorporated  by  reference to Exhibit 3.5 of the 1995
                         Registration Statement)

     3(b)                By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

     4(a)                1997 Restricted Stock Plan

     23(a)               Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

     24                  Power of Attorney  (included on signature  page of this
                         Form S-8)


                                              3


<PAGE>



Item 9.        UNDERTAKINGS.


               (a)  The undersigned 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 Securities Act of 1933 (the "Securities Act");

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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------   -------

information 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 the
registration statement.

               (2) that, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

               (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, 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  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 may be permitted to directors,  officers and
                    controlling  persons  of  the  registrant  pursuant  to  the
                    foregoing provisions,  or otherwise, the registrant has been
                    advised  that  in  the  opinion  of  the   Commission   such
                    indemnification is against public policy as expressed in the
                    Act and is,  therefore,  unenforceable.  In the event that a


                                       4

<PAGE>

                    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.



                                       5

<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  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 this day of May 16, 1997.

                                        KATZ MEDIA GROUP, INC.



                                        /S/ RICHARD E. VENDIG
                                        --------------------------------------
                                        By:  Richard E. Vendig
                                        Senior Vice President
                                        Chief Financial & Administrative
                                        Officer, Treasurer


                                POWER OF ATTORNEY

          Each of the  undersigned  officers and  directors of Katz Media Group,
Inc.  hereby  severally  constitutes and appoints  Richard E. Vendig,  Thomas F.
Olson and David M. Wittels, and each of them severally,  as attorney-in-fact for
the undersigned, in any and all capacities, with full power of substitution,  to
sign  this  Registration  Statement  and any  amendments  to  this  Registration
Statement  (including  post-effective  amendments),  and to file  the  same with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting into said  attorney-in-fact  full
power and authority to do and perform each and every act requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

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


     NAME                           TITLE                              DATE
     ----                           -----                              ----



/S/ THOMAS F. OLSON           President, Chief Executive          May 16, 1997
-------------------------     Officer and Director
     Thomas F. Olson


/S/ JAMES E. BELOYIANIS       Vice President, Secretary           May 16, 1997
-------------------------     and Director
   James E. Beloyianis


/S/ RICHARD E. VENDIG         Senior Vice President,              May 16, 1997
-------------------------     Chief Financial &
   Richard E. Vendig          Administrative Officer,
                              Treasurer (Principal Financial
                              and Accounting Officer)


                                       6
<PAGE>




/S/ STUART O. OLDS            Vice President, Assistant          May 16, 1997
-------------------------     Secretary and Director
     Stuart O. Olds           

/S/ THOMPSON DEAN
-------------------------     Chairman of the Board of           May 16, 1997
     Thompson Dean            Directors

/S/ MICHAEL CONNELLY
-------------------------     Director                           May 16, 1997
    Michael Connelly

/S/ THOMAS J. BARRY
-------------------------     Director                           May 16, 1997
     Thomas J. Barry

/S/ STEVEN J. GILBERT
-------------------------     Director                           May 16, 1997
    Steven J. Gilbert

/S/ BOB MARBUT
-------------------------     Director                           May 16, 1997
        Bob Marbut

/S/ DAVID M. WITTELS
-------------------------     Director                           May 16, 1997
    David M. Wittels


                                       7

<PAGE>


                                INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this  registration
statement:

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

     3(a)                Restated  Certificate of  Incorporation  of the Company
                         (incorporated  by  reference to Exhibit 3.5 of the 1995
                         Registration Statement)

     3(b)                By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

     4(a)                1997 Restricted Stock Plan

     23(a)               Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

     24                  Power of Attorney  (included on signature  page of this
                         document)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE KATZ MEDIA GROUP, INC.", "secsgml_size_bytes": 17186}]
{"company-data": {"conformed-name": "KATZ MEDIA GROUP INC", "cik": "0000934494", "assigned-sic": "7310", "irs-number": "133779266", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27319", "film-number": "97610828"}, "business-address": {"street1": "125 W 55TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124246000"}, "former-company": [{"former-conformed-name": "AATZ MEDIA GROUP INC", "date-changed": "19950505"}, {"former-conformed-name": "KATZ CAPITAL CORP", "date-changed": "19941220"}]}
Draft of May 14, 1997
            As filed with the Securities and Exchange Commission on May 16, 1997
                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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

                             KATZ MEDIA GROUP, INC.
               (Exact Name of issuer as specified in its charter)

         Delaware                                             13-3779269
(State of Other Jurisdiction of                            (I.R.S. Employer
 incorporation or Organization)                           Identification No.)

                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-6000
                    (Address of principal executive offices)
                                 --------------

                             KATZ MEDIA GROUP, INC.
                           1997 RESTRICTED STOCK PLAN
                            (Full title of the plan)
                                 --------------

                                Richard E. Vendig
                     Senior Vice President, Chief Financial
                       & Administrative Officer, Treasurer
                             Katz Media Group, Inc.
                              125 West 55th Street
                            New York, New York 10019

                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (212) 424-6000
CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                Proposed             Proposed
                                                Maximum               Maximum             Amount of
  Title of Shares        Amount to be        Offering Price          Aggregate          Registration
 to be Registered         Registered          Per Share(1)       Offering Price(1)           Fee
----------------------------------------------------------------------------------------------------------
Common Stock
(par value $.01          600,000 shares      $6.19               $3,714,000             $1,125
per
Share)..........
==========================================================================================================

(1)            Estimated  solely for the purpose of calculating the  registration  fee pursuant to Rule 457 of
               the  Securities  Act of 1933,  using the  average  of the high and low prices  reported  on the
               American Stock Exchange on May 14, 1997.

                                                       1
PART I

Item 1.        PLAN INFORMATION.

               Not included pursuant to Form S-8 instructions.

Item 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

               Not included pursuant to Form S-8 instructions.

                                     PART II

Item 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

               Katz Media Group, Inc. (the "Company") hereby incorporates herein
by reference the following documents:

               (1)  The Company's  annual report on Form 10-K for the year ended
                    December 31, 1996;

               (2)  All reports filed  pursuant to Section 13(a) or 15(d) of the
                    Securities  Exchange Act of 1934, as amended (the  "Exchange
                    Act"),  on  or  after  December  31,  1996,   including  the
                    Company's Form 10-Q for the period ended March 31, 1997; and

               (3)  The  description of the Company's  Common Stock contained in
                    the  Registration  Statement  on Form  S-1  filed  with  the
                    Securities and Exchange  Commission  (the  "Commission")  on
                    March  30,  1995,   Registration  No.  33-87406,   including
                    amendments  thereto and any report  filed for the purpose of
                    updating   such   description   (the   "1995    Registration
                    Statement").

               In  addition,  all  documents  filed by the  Company  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered herein have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the  respective
date of filing of each such document.

Item 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

                                        2
Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General  Corporation Law (the "DGCL")
and Article SEVENTH of the Company's  Certificate of  Incorporation  provide for
indemnification  of  the  Company's  directors  and  officers  in a  variety  of
circumstances,  which may include  liabilities under the Securities Act. Article
SEVENTH provides that unless  otherwise  determined by the Board of Directors of
the Company,  the Company shall  indemnify,  to the full extent permitted by the
laws of  Delaware  as from time to time in  effect,  the  persons  described  in
Section 145 of the DGCL.

               The general effect of the provisions in the Company's Certificate
of Incorporation and the DGCL is to provide that the Company shall indemnify its
directors  and  officers  against all  liabilities  and  expenses  actually  and
reasonably incurred in connection with the defense or settlement of any judicial
or  administrative  proceedings in which they have become  involved by reason of
their status as corporate directors or officers, if they acted in good faith and
in the reasonable belief that their conduct was neither unlawful (in the case of
criminal  proceedings) nor inconsistent  with the best interests of the Company.
With respect to legal  proceedings  by or in the right of the Company in which a
director or officer is ajudged  liable for improper  performance  of his duty to
the  Company or another  enterprise  for which such  person  served in a similar
capacity  at the  request  of the  Company,  indemnification  is limited by such
provisions to that amount which is permitted by the court.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

Item 8.        EXHIBITS.

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

     3(a)                Restated  Certificate of  Incorporation  of the Company
                         (incorporated  by  reference to Exhibit 3.5 of the 1995
                         Registration Statement)

     3(b)                By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

     4(a)                1997 Restricted Stock Plan

     23(a)               Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

     24                  Power of Attorney  (included on signature  page of this
                         Form S-8)

                                              3
Item 9.        UNDERTAKINGS.

               (a)  The undersigned 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 Securities Act of 1933 (the "Securities Act");

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

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------   -------

information 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 the
registration statement.

               (2) that, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

               (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, 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  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 may be permitted to directors,  officers and
                    controlling  persons  of  the  registrant  pursuant  to  the
                    foregoing provisions,  or otherwise, the registrant has been
                    advised  that  in  the  opinion  of  the   Commission   such
                    indemnification is against public policy as expressed in the
                    Act and is,  therefore,  unenforceable.  In the event that a

                                       4
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.

                                       5
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  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 this day of May 16, 1997.

                                        KATZ MEDIA GROUP, INC.

                                        /S/ RICHARD E. VENDIG
                                        --------------------------------------
                                        By:  Richard E. Vendig
                                        Senior Vice President
                                        Chief Financial & Administrative
                                        Officer, Treasurer

                                POWER OF ATTORNEY

          Each of the  undersigned  officers and  directors of Katz Media Group,
Inc.  hereby  severally  constitutes and appoints  Richard E. Vendig,  Thomas F.
Olson and David M. Wittels, and each of them severally,  as attorney-in-fact for
the undersigned, in any and all capacities, with full power of substitution,  to
sign  this  Registration  Statement  and any  amendments  to  this  Registration
Statement  (including  post-effective  amendments),  and to file  the  same with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting into said  attorney-in-fact  full
power and authority to do and perform each and every act requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

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

     NAME                           TITLE                              DATE
     ----                           -----                              ----

/S/ THOMAS F. OLSON           President, Chief Executive          May 16, 1997
-------------------------     Officer and Director
     Thomas F. Olson

/S/ JAMES E. BELOYIANIS       Vice President, Secretary           May 16, 1997
-------------------------     and Director
   James E. Beloyianis

/S/ RICHARD E. VENDIG         Senior Vice President,              May 16, 1997
-------------------------     Chief Financial &
   Richard E. Vendig          Administrative Officer,
                              Treasurer (Principal Financial
                              and Accounting Officer)

                                       6
/S/ STUART O. OLDS            Vice President, Assistant          May 16, 1997
-------------------------     Secretary and Director
     Stuart O. Olds           

/S/ THOMPSON DEAN
-------------------------     Chairman of the Board of           May 16, 1997
     Thompson Dean            Directors

/S/ MICHAEL CONNELLY
-------------------------     Director                           May 16, 1997
    Michael Connelly

/S/ THOMAS J. BARRY
-------------------------     Director                           May 16, 1997
     Thomas J. Barry

/S/ STEVEN J. GILBERT
-------------------------     Director                           May 16, 1997
    Steven J. Gilbert

/S/ BOB MARBUT
-------------------------     Director                           May 16, 1997
        Bob Marbut

/S/ DAVID M. WITTELS
-------------------------     Director                           May 16, 1997
    David M. Wittels

                                       7
INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this  registration
statement:

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

     3(a)                Restated  Certificate of  Incorporation  of the Company
                         (incorporated  by  reference to Exhibit 3.5 of the 1995
                         Registration Statement)

     3(b)                By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

     4(a)                1997 Restricted Stock Plan

     23(a)               Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

     24                  Power of Attorney  (included on signature  page of this
                         document)