<PAGE>

              As filed with the Securities and Exchange Commission
                              on August 11, 1995
                        Registration No. 33-_____________

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

                              ELECTRONIC ARTS INC.

               Delaware                                94-2838567
     (State of Incorporation)            (I.R.S. employer identification no.)

                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                    (Address of principal executive offices)

                     CELEBRITY AND ARTIST STOCK OPTION PLAN
                             (Full title of the Plan)

                                 RUTH A. KENNEDY
                  Vice President, General Counsel and Secretary
                              Electronic Arts Inc.
                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                                 (415) 571-7171
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                     Proposed        Proposed
   Title of           Maximum         Maximum
  Securities          Amount         Offering       Aggregate      Amount of
     to be             to be         Price Per      Offering     Registration
  Registered        Registered         Share          Price           Fee
--------------------------------------------------------------------------------

 Common Stock         51,250 (1)      $18.50 (2)    $948,125 (2)      $327
($0.01 par value)

 Common Stock        948,750 (3)      $35.25 (4)  $33,443,438 (4)    $11,532
($0.01 par value)
--------------------------------------------------------------------------------

The Index to Exhibits appears on sequentially numbered page 6.

     (1)    Shares subject to outstanding options granted under the
Celebrity and Artist Stock Option Plan.

     (2)    Calculated pursuant to Rule 457(h)(l) on the basis of the
exercise price of the outstanding options.

     (3)    Shares available for grant under the Celebrity
and Artist Stock Option Plan.

     (4)    Estimated pursuant to Rule 457(c) as of August 8, 1995, solely for
the purpose of calculating the amount of the registration fee.

<PAGE>

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by Electronic Arts Inc. (the "REGISTRANT")
with the Securities and Exchange Commission (the "COMMISSION") are incorporated
herein by reference:

     (a)    The Registrant's Annual Report on Form 10-K for Registrant's fiscal
year ended March 31, 1995, which is Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"EXCHANGE ACT");

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

     (c)    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment hereto which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

                                   ----------


ITEM 5.  EXPERTS.

     The consolidated balance sheet statements of the Registrant as of March 31,
1994 and 1995 and the  consolidated financial statements and schedules of the
Registrant for each of the years in the three-year period ended March 31, 1995
incorporated by reference in this Registration Statement have been incorporated
herein in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants and upon the authority of said firm as experts in
accounting and auditing.  To the extent that KPMG Peat Marwick LLP audits and
reports on financial statements of the Registrant issued at future dates, and
consents to the use of their report thereon, such financial statements also will
be incorporated by reference in this Registration Statement in reliance upon
their report and said authority.

     The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Fenwick & West, Palo Alto, California,
counsel to the Registrant.
                                   ----------


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The provisions of Section 145 of the Delaware General Corporation Law and
Section 6 of the Registrant's Bylaws provide for indemnification for expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that any person
is or was a director, officer or employee of the Registrant.  This
indemnification may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the Securities
Act of 1933, as amended.  In addition, Article 7 of the Registrant's Certificate
of Incorporation provides that the Registrant's directors shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transactions for which the director derived an
improper personal benefit.  Article 7 of the Registrant's Certificate of
Incorporation
                                        2

<PAGE>

further provides that if any amendment to the Delaware General Corporation Law
further eliminates or limits the liability of a director of a corporation
incorporated in Delaware, the liability of the Registrant's directors shall be
eliminated to the fullest extent then-permissible under Delaware law.  The
Registrant has entered into indemnity agreements with each of its current
directors to give such directors additional contractual assurances regarding the
scope of indemnification and liability limitation set forth in the Delaware
General Corporation Law and the Registrant's Certificate of Incorporation and
Bylaws.  The Registrant maintains an insurance policy against claims regarding
errors or omissions of any of Registrant's directors or executive officers while
acting within the scope of their duties to the Registrant.

                                   ----------

ITEM 8.  EXHIBITS

4.01    Registrant's Celebrity and Artist Stock Option Plan (the "PLAN").
4.02    Registrant's Certificate of Incorporation (incorporated by reference to
        Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
        Commission on October 16, 1991 (the "Form 8-K")).
4.03    Registrant's Certificate of Amendment to Certificate of Incorporation
        (incorporated by reference to Exhibit 4.01 to Registrant's Registration
        Statement on Form S-8 filed with the Commission on December 1, 1992
        (File No. 33-55212).
4.04    Registrant's By-laws (incorporated by reference to Exhibit 3.02 of
        the Form 8-K).
5.01    Opinion of Fenwick & West regarding legality of the securities being
        issued.
23.01   Consent of Fenwick & West (included in Exhibit 5.01).
23.02   Consent of KPMG Peat Marwick LLP, Independent Accountants.
24.01   Power of Attorney (see page 4).

                                   ----------

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

          (1)    To file, during any period in which offers or sales are 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;

                 (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 set forth in this
Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 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 this Registration
Statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof;

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

                                        3

<PAGE>


     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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

     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 provisions of Item 6 of this Registration
Statement, 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
by 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 herein,
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.

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints E. Stanton McKee and David L.
Carbone and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or
its name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 fully to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.



              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                        4

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, 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 San
Mateo, State of California, on this 11th day of August, 1995.

                                        ELECTRONIC ARTS INC.

                                   By:     /s/ RUTH A. KENNEDY, Esq.
                                       --------------------------------
                                               Ruth A. Kennedy, Esq.
                                       Vice President, General Counsel and
                                                    Secretary

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

Name                           Title                            Date
----                           -----                            ----

CHIEF EXECUTIVE OFFICER:

/s/ LAWRENCE F. PROBST III      President, Chairman             August 11, 1995
--------------------------      of the Board of Directors
Lawrence F. Probst III          and Chief Executive Officer


PRINCIPAL FINANCIAL OFFICER:

/s/ E. STANTON MCKEE, JR.       Sr. Vice President,             August 11, 1995
-------------------------       Chief Financial and
E. Stanton McKee, Jr.           Administrative Officer


PRINCIPAL ACCOUNTING OFFICER:

/s/ DAVID L. CARBONE            Vice President,                 August 11, 1995
-------------------------       Assistant Secretary
David L. Carbone


DIRECTORS:

/s/ M. RICHARD ASHER            Director                        August 11, 1995
-------------------------
M. Richard Asher


/s/ WILLIAM J. BYRON            Director                        August 11, 1995
-------------------------
William J. Byron


/s/ DANIEL H. CASE III          Director                        August 11, 1995
-------------------------
Daniel H. Case III


/s/ GARY M. KUSIN               Director                        August 11, 1995
-------------------------
Gary M. Kusin


/s/ TIMOTHY J. MOTT             Director                        August 11, 1995
-------------------------
Timothy J. Mott

                                        5

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number                         Description
------                         -----------

4.01      Registrant's Celebrity and Artist Stock Option Stock
          Plan (including form of Nonqualified Stock Option Grant)


4.02      Registrant's Certificate of Incorporation (incorporated
          by reference to Exhibit 3.01 of Registrant's Current
          Report on Form 8-K filed with the Commission on October
          16, 1991 (the "Form 8-K"))

4.03      Registrant's Certificate of Amendment to Certificate of
          Incorporation (incorporated by reference to Exhibit
          4.01 to Registrant's Registration Statement on Form S-8
          filed with the Commission on December 1, 1992 (File No.
          33-55212)

4.04      Registrant's By-laws (incorporated by reference to Exhibit 3.02 of
          the Form 8-K)

5.01      Opinion of Fenwick & West regarding legality of the
          securities being issued

23.01     Consent of Fenwick & West (included in  Exhibit 5.01)

23.02     Consent of KPMG Peat Marwick LLP as Independent
          Accountants

24.01     Power of Attorney (see page 4)

                                        6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16780}]
As filed with the Securities and Exchange Commission
                              on August 11, 1995
                        Registration No. 33-_____________

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

                              ELECTRONIC ARTS INC.

               Delaware                                94-2838567
     (State of Incorporation)            (I.R.S. employer identification no.)

                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                    (Address of principal executive offices)

                     CELEBRITY AND ARTIST STOCK OPTION PLAN
                             (Full title of the Plan)

                                 RUTH A. KENNEDY
                  Vice President, General Counsel and Secretary
                              Electronic Arts Inc.
                          1450 Fashion Island Boulevard
                           San Mateo, California 94404
                                 (415) 571-7171
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                     Proposed        Proposed
   Title of           Maximum         Maximum
  Securities          Amount         Offering       Aggregate      Amount of
     to be             to be         Price Per      Offering     Registration
  Registered        Registered         Share          Price           Fee
--------------------------------------------------------------------------------

 Common Stock         51,250 (1)      $18.50 (2)    $948,125 (2)      $327
($0.01 par value)

 Common Stock        948,750 (3)      $35.25 (4)  $33,443,438 (4)    $11,532
($0.01 par value)
--------------------------------------------------------------------------------

The Index to Exhibits appears on sequentially numbered page 6.

     (1)    Shares subject to outstanding options granted under the
Celebrity and Artist Stock Option Plan.

     (2)    Calculated pursuant to Rule 457(h)(l) on the basis of the
exercise price of the outstanding options.

     (3)    Shares available for grant under the Celebrity
and Artist Stock Option Plan.

     (4)    Estimated pursuant to Rule 457(c) as of August 8, 1995, solely for
the purpose of calculating the amount of the registration fee.
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by Electronic Arts Inc. (the "REGISTRANT")
with the Securities and Exchange Commission (the "COMMISSION") are incorporated
herein by reference:

     (a)    The Registrant's Annual Report on Form 10-K for Registrant's fiscal
year ended March 31, 1995, which is Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"EXCHANGE ACT");

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

     (c)    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment hereto which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

                                   ----------

ITEM 5.  EXPERTS.

     The consolidated balance sheet statements of the Registrant as of March 31,
1994 and 1995 and the  consolidated financial statements and schedules of the
Registrant for each of the years in the three-year period ended March 31, 1995
incorporated by reference in this Registration Statement have been incorporated
herein in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants and upon the authority of said firm as experts in
accounting and auditing.  To the extent that KPMG Peat Marwick LLP audits and
reports on financial statements of the Registrant issued at future dates, and
consents to the use of their report thereon, such financial statements also will
be incorporated by reference in this Registration Statement in reliance upon
their report and said authority.

     The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Fenwick & West, Palo Alto, California,
counsel to the Registrant.
                                   ----------

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The provisions of Section 145 of the Delaware General Corporation Law and
Section 6 of the Registrant's Bylaws provide for indemnification for expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that any person
is or was a director, officer or employee of the Registrant.  This
indemnification may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities arising under the Securities
Act of 1933, as amended.  In addition, Article 7 of the Registrant's Certificate
of Incorporation provides that the Registrant's directors shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law (iii) under Section 174 of the Delaware General
Corporation Law or (iv) for any transactions for which the director derived an
improper personal benefit.  Article 7 of the Registrant's Certificate of
Incorporation
                                        2
further provides that if any amendment to the Delaware General Corporation Law
further eliminates or limits the liability of a director of a corporation
incorporated in Delaware, the liability of the Registrant's directors shall be
eliminated to the fullest extent then-permissible under Delaware law.  The
Registrant has entered into indemnity agreements with each of its current
directors to give such directors additional contractual assurances regarding the
scope of indemnification and liability limitation set forth in the Delaware
General Corporation Law and the Registrant's Certificate of Incorporation and
Bylaws.  The Registrant maintains an insurance policy against claims regarding
errors or omissions of any of Registrant's directors or executive officers while
acting within the scope of their duties to the Registrant.

                                   ----------

ITEM 8.  EXHIBITS

4.01    Registrant's Celebrity and Artist Stock Option Plan (the "PLAN").
4.02    Registrant's Certificate of Incorporation (incorporated by reference to
        Exhibit 3.01 of Registrant's Current Report on Form 8-K filed with the
        Commission on October 16, 1991 (the "Form 8-K")).
4.03    Registrant's Certificate of Amendment to Certificate of Incorporation
        (incorporated by reference to Exhibit 4.01 to Registrant's Registration
        Statement on Form S-8 filed with the Commission on December 1, 1992
        (File No. 33-55212).
4.04    Registrant's By-laws (incorporated by reference to Exhibit 3.02 of
        the Form 8-K).
5.01    Opinion of Fenwick & West regarding legality of the securities being
        issued.
23.01   Consent of Fenwick & West (included in Exhibit 5.01).
23.02   Consent of KPMG Peat Marwick LLP, Independent Accountants.
24.01   Power of Attorney (see page 4).

                                   ----------

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

          (1)    To file, during any period in which offers or sales are 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;

                 (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 set forth in this
Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 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 this Registration
Statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof;

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

                                        3
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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

     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 provisions of Item 6 of this Registration
Statement, 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
by 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 herein,
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.

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose
signature appears below constitutes and appoints E. Stanton McKee and David L.
Carbone and each of them, his or its true and lawful attorneys-in-fact and
agents with full power of substitution, for him or it and in his or
its name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 fully to all intents and purposes as he or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                        4
SIGNATURES

     Pursuant to the requirements of the 1933 Act, 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 San
Mateo, State of California, on this 11th day of August, 1995.

                                        ELECTRONIC ARTS INC.

                                   By:     /s/ RUTH A. KENNEDY, Esq.
                                       --------------------------------
                                               Ruth A. Kennedy, Esq.
                                       Vice President, General Counsel and
                                                    Secretary

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

Name                           Title                            Date
----                           -----                            ----

CHIEF EXECUTIVE OFFICER:

/s/ LAWRENCE F. PROBST III      President, Chairman             August 11, 1995
--------------------------      of the Board of Directors
Lawrence F. Probst III          and Chief Executive Officer

PRINCIPAL FINANCIAL OFFICER:

/s/ E. STANTON MCKEE, JR.       Sr. Vice President,             August 11, 1995
-------------------------       Chief Financial and
E. Stanton McKee, Jr.           Administrative Officer

PRINCIPAL ACCOUNTING OFFICER:

/s/ DAVID L. CARBONE            Vice President,                 August 11, 1995
-------------------------       Assistant Secretary
David L. Carbone

DIRECTORS:

/s/ M. RICHARD ASHER            Director                        August 11, 1995
-------------------------
M. Richard Asher

/s/ WILLIAM J. BYRON            Director                        August 11, 1995
-------------------------
William J. Byron

/s/ DANIEL H. CASE III          Director                        August 11, 1995
-------------------------
Daniel H. Case III

/s/ GARY M. KUSIN               Director                        August 11, 1995
-------------------------
Gary M. Kusin

/s/ TIMOTHY J. MOTT             Director                        August 11, 1995
-------------------------
Timothy J. Mott

                                        5
INDEX TO EXHIBITS

Exhibit
Number                         Description
------                         -----------

4.01      Registrant's Celebrity and Artist Stock Option Stock
          Plan (including form of Nonqualified Stock Option Grant)

4.02      Registrant's Certificate of Incorporation (incorporated
          by reference to Exhibit 3.01 of Registrant's Current
          Report on Form 8-K filed with the Commission on October
          16, 1991 (the "Form 8-K"))

4.03      Registrant's Certificate of Amendment to Certificate of
          Incorporation (incorporated by reference to Exhibit
          4.01 to Registrant's Registration Statement on Form S-8
          filed with the Commission on December 1, 1992 (File No.
          33-55212)

4.04      Registrant's By-laws (incorporated by reference to Exhibit 3.02 of
          the Form 8-K)

5.01      Opinion of Fenwick & West regarding legality of the
          securities being issued

23.01     Consent of Fenwick & West (included in  Exhibit 5.01)

23.02     Consent of KPMG Peat Marwick LLP as Independent
          Accountants

24.01     Power of Attorney (see page 4)

                                        6