<PAGE>

           As filed with the Securities and Exchange Commission on July 6, 1999

                                                     Registration No. 333-______
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _______________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                                   KFX  INC.
                          --------------------------
            (Exact name of Registrant as Specified in Its Charter)

                                   Delaware
                                   --------
        (State or Other Jurisdiction of Incorporation or Organization)

                                  84-1079971
                                  ----------
                     (I.R.S. Employer Identification No.)

               1999 Broadway, Suite 3200, Denver, Colorado 80202
               -------------------------------------------------
                    (Address of Principal Executive Offices)

                 1998 DIRECTORS NONQUALIFIED STOCK OPTION PLAN
             1998 ADVISORY COMMITTEE NONQUALIFIED STOCK OPTION PLAN
                           1999 STOCK INCENTIVE PLAN
                           -------------------------
                           (Full Title of the Plans)

                                Theodore Venners
                                    KFx Inc.
               1999 Broadway, Suite 3200, Denver, Colorado 80202
                                 (303-293-2992)
                                 --------------
           (Name, Address and Telephone Number of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

 Title of Securities      Amount To Be      Proposed Maximum Offering     Proposed Maximum         Amount of
 To Be Registered          Registered           Price Per Share*              Aggregate          Registration
                                                                           Offering Price            Fee**
---------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                        <C>                      <C>
Common Stock,
$.001 par value         2,300,000 Shares            $1.46875                 $3,378,125             $939.12
---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

*  Based on the average of the high and low prices of shares of the Common Stock
   as reported on the American Stock Exchange on July 1, 1999.
** Calculated pursuant to Rule 457(c).

  THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
  WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>

                                EXPLANATORY NOTE

     This Registration Statement covers the registration of (i) 2,000,000 shares
of Common Stock of KFx Inc. (the "Company") issuable pursuant to the Company's
1999 Stock Incentive Plan (the "1999 Plan"); (ii) 200,000 shares of Common Stock
of the Company issuable pursuant to the Company's 1998 Directors Nonqualified
Stock Option Plan (the "1998 Directors Plan"); and (iii) 100,000 shares of
Common Stock of the Company issuable pursuant to the Company's 1998 Advisory
Committee Nonqualified Stock Option Plan (the "1998 Advisory Committee Plan").

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     KFx Inc., a Delaware corporation, (the "Company") hereby states that the
following documents and information filed with the Securities and Exchange
Commission (the "Commission") by the Company pursuant to the Securities Exchange
Act of 1934, as amended, are hereby incorporated by reference in this
Registration Statement:

1.  The Company's Annual Report on Form 10-K for the year ended December 31,
1998;

2.  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999; and

3.  The description of the Company's Common Stock, par value $0.01 per share,
contained in the Company's Registration Statement on Form 10-SB filed with the
Commission under Section 12 of the Exchange Act on July 11, 1994, including any
amendment or report filed for the purpose of updating such description.

     All documents and reports filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be incorporated by
reference in this Registration Statement to be a part hereof from the dates of
filing such documents or reports.

     Any statement contained in a document incorporated by reference in this
Registration Statement, or deemed to be incorporated by reference herein, shall
be modified or superseded for purpose 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 such 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
<PAGE>

  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions), or (iv) for any transaction from which a director
derived an improper personal benefit.

     Section 145 of the DGCL provides that directors and officers of Delaware
corporations may, under certain circumstances, be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful.  Section 145 also
provides that directors and officers may also be indemnified against expenses
(including attorneys' fees) incurred by them in connection with a derivative
suit if they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.

     The Company has implemented such elimination/limitation of liability and
indemnification provisions in its Certificate of Incorporation and Bylaws which
provide that the Company shall indemnify all persons whom it may indemnify under
the DGCL to the fullest extent permitted by the DGCL.

     The above discussion of the Company's Certificate of Incorporation and
Bylaws and Sections 102 (b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such Certificate of
Incorporation, Bylaws  and statutes.

     Pursuant to Section 145(g) of the DGCL the Company maintains insurance on
behalf of the directors and officers serving at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

  Not applicable.

ITEM 8.  EXHIBITS
<PAGE>

  The following is a complete list of exhibits filed as part of this
Registration Statement.  Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.

  4.1(1)  Restated Certificate of Incorporation of the Company

  4.2(1)  Certificate of Amendment to Certificate of Incorporation of the
Company.

  4.3(2)  Second Amended and Restated Bylaws of the Company.

  4.4(2)  Sample Common Stock Certificate.

  5.1     Opinion of Morrison and Foerster LLP as to the legality of the Common
Stock being registered. /*/

  23.1    Consent of Morrison and Foerster LLP (see Exhibit 5.1). /*/

  23.2    Consent of PricewaterhouseCoopers LLP /*/

  24.1    Powers of Attorney (see signature page)

_________________
/*/ Filed herewith.
(1) Document previously filed with the Commission on March 1, 1994 as an exhibit
to the Company's Form 10-SB and incorporated herein by reference.

(2)  Document previously filed with the Commission with the Company's Annual
Report on Form 10-KSB, as amended, for the year ended December 31, 1995 and
incorporated herein by reference.
<PAGE>

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

         (a)(l) 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;

                (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.

            (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.

            (b)  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 therein 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 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
<PAGE>

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.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, KFx
Inc. 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, as amended, to be signed on its behalf by the undersigned, thereunto
duly authorized, in Denver, Colorado on June 17, 1999.

                              KFX INC.
                              (Registrant)
                              By:  /s/  Theodore Venners
                                   ---------------------
                                    Theodore Venners
                                    Chairman, President and
                                    Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Theodore Venners and Seth L. Patterson,
and each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacitates, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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, 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 connection therewith,
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 and agents, or either of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
              Name                                  Title                           Date
              ----                                  -----                           ----
<S>                                               <C>                           <C>
/s/ Stanford M. Adelstein                         Director                      June 17, 1999
--------------------------------
Stanford M. Adelstein

/s/ Vincent N. Cook                               Director                      June 17, 1999
--------------------------------
Vincent N. Cook

--------------------------------                  Director                      June 17, 1999
Brian D. Holt
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                               <C>                                        <C>
--------------------------------                  Director                      June 17, 1999
Peter G. Martin

/s/ Seth L. Patterson                Executive Vice President and Chief         June 17, 1999
--------------------------------     Financial Officer
Seth L. Patterson                    (Principal Financial and Accounting
                                     Officer)

/s/ Jack C. Pester                                Director                      June 17, 1999
--------------------------------
Jack C. Pester

/s/ Stanley G. Tate                               Director                      June 17, 1999
--------------------------------
Stanley G. Tate

/s/ Theodore Venners                Chairman of the Board of Directors,         June 17, 1999
--------------------------------    President and Chief Executive Officer
Theodore Venners                    (Principal Executive Officer)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16593}]
{"company-data": {"conformed-name": "KFX INC", "cik": "0000912365", "assigned-sic": "2860", "irs-number": "841079971", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82357", "film-number": "99659751"}, "business-address": {"street1": "1999 BROADWAY", "street2": "STE 3200", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032932992"}, "mail-address": {"street1": "1999 BROADWAY", "street2": "SUITE 3200", "city": "DENVER", "state": "CO", "zip": "80202"}}
As filed with the Securities and Exchange Commission on July 6, 1999

                                                     Registration No. 333-______
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _______________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                                   KFX  INC.
                          --------------------------
            (Exact name of Registrant as Specified in Its Charter)

                                   Delaware
                                   --------
        (State or Other Jurisdiction of Incorporation or Organization)

                                  84-1079971
                                  ----------
                     (I.R.S. Employer Identification No.)

               1999 Broadway, Suite 3200, Denver, Colorado 80202
               -------------------------------------------------
                    (Address of Principal Executive Offices)

                 1998 DIRECTORS NONQUALIFIED STOCK OPTION PLAN
             1998 ADVISORY COMMITTEE NONQUALIFIED STOCK OPTION PLAN
                           1999 STOCK INCENTIVE PLAN
                           -------------------------
                           (Full Title of the Plans)

                                Theodore Venners
                                    KFx Inc.
               1999 Broadway, Suite 3200, Denver, Colorado 80202
                                 (303-293-2992)
                                 --------------
           (Name, Address and Telephone Number of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Title of Securities      Amount To Be      Proposed Maximum Offering     Proposed Maximum         Amount of
 To Be Registered          Registered           Price Per Share*              Aggregate          Registration
                                                                           Offering Price            Fee**
---------------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value         2,300,000 Shares            $1.46875                 $3,378,125             $939.12
---------------------------------------------------------------------------------------------------------------
*  Based on the average of the high and low prices of shares of the Common Stock
   as reported on the American Stock Exchange on July 1, 1999.
** Calculated pursuant to Rule 457(c).

  THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
  WITH RULE 462 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE

     This Registration Statement covers the registration of (i) 2,000,000 shares
of Common Stock of KFx Inc. (the "Company") issuable pursuant to the Company's
1999 Stock Incentive Plan (the "1999 Plan"); (ii) 200,000 shares of Common Stock
of the Company issuable pursuant to the Company's 1998 Directors Nonqualified
Stock Option Plan (the "1998 Directors Plan"); and (iii) 100,000 shares of
Common Stock of the Company issuable pursuant to the Company's 1998 Advisory
Committee Nonqualified Stock Option Plan (the "1998 Advisory Committee Plan").

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     KFx Inc., a Delaware corporation, (the "Company") hereby states that the
following documents and information filed with the Securities and Exchange
Commission (the "Commission") by the Company pursuant to the Securities Exchange
Act of 1934, as amended, are hereby incorporated by reference in this
Registration Statement:

1.  The Company's Annual Report on Form 10-K for the year ended December 31,
1998;

2.  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999; and

3.  The description of the Company's Common Stock, par value $0.01 per share,
contained in the Company's Registration Statement on Form 10-SB filed with the
Commission under Section 12 of the Exchange Act on July 11, 1994, including any
amendment or report filed for the purpose of updating such description.

     All documents and reports filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be incorporated by
reference in this Registration Statement to be a part hereof from the dates of
filing such documents or reports.

     Any statement contained in a document incorporated by reference in this
Registration Statement, or deemed to be incorporated by reference herein, shall
be modified or superseded for purpose 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 such 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.  INTERESTS OF NAMED EXPERTS AND COUNSEL

  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions), or (iv) for any transaction from which a director
derived an improper personal benefit.

     Section 145 of the DGCL provides that directors and officers of Delaware
corporations may, under certain circumstances, be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful.  Section 145 also
provides that directors and officers may also be indemnified against expenses
(including attorneys' fees) incurred by them in connection with a derivative
suit if they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.

     The Company has implemented such elimination/limitation of liability and
indemnification provisions in its Certificate of Incorporation and Bylaws which
provide that the Company shall indemnify all persons whom it may indemnify under
the DGCL to the fullest extent permitted by the DGCL.

     The above discussion of the Company's Certificate of Incorporation and
Bylaws and Sections 102 (b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such Certificate of
Incorporation, Bylaws  and statutes.

     Pursuant to Section 145(g) of the DGCL the Company maintains insurance on
behalf of the directors and officers serving at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

  Not applicable.

ITEM 8.  EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement.  Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.

  4.1(1)  Restated Certificate of Incorporation of the Company

  4.2(1)  Certificate of Amendment to Certificate of Incorporation of the
Company.

  4.3(2)  Second Amended and Restated Bylaws of the Company.

  4.4(2)  Sample Common Stock Certificate.

  5.1     Opinion of Morrison and Foerster LLP as to the legality of the Common
Stock being registered. /*/

  23.1    Consent of Morrison and Foerster LLP (see Exhibit 5.1). /*/

  23.2    Consent of PricewaterhouseCoopers LLP /*/

  24.1    Powers of Attorney (see signature page)

_________________
/*/ Filed herewith.
(1) Document previously filed with the Commission on March 1, 1994 as an exhibit
to the Company's Form 10-SB and incorporated herein by reference.

(2)  Document previously filed with the Commission with the Company's Annual
Report on Form 10-KSB, as amended, for the year ended December 31, 1995 and
incorporated herein by reference.
ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

         (a)(l) 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;

                (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.

            (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.

            (b)  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 therein 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 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, KFx
Inc. 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, as amended, to be signed on its behalf by the undersigned, thereunto
duly authorized, in Denver, Colorado on June 17, 1999.

                              KFX INC.
                              (Registrant)
                              By:  /s/  Theodore Venners
                                   ---------------------
                                    Theodore Venners
                                    Chairman, President and
                                    Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Theodore Venners and Seth L. Patterson,
and each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacitates, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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, 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 connection therewith,
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 and agents, or either of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the  requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name                                  Title                           Date
              ----                                  -----                           ----
/s/ Stanford M. Adelstein                         Director                      June 17, 1999
--------------------------------
Stanford M. Adelstein

/s/ Vincent N. Cook                               Director                      June 17, 1999
--------------------------------
Vincent N. Cook

--------------------------------                  Director                      June 17, 1999
Brian D. Holt
--------------------------------                  Director                      June 17, 1999
Peter G. Martin

/s/ Seth L. Patterson                Executive Vice President and Chief         June 17, 1999
--------------------------------     Financial Officer
Seth L. Patterson                    (Principal Financial and Accounting
                                     Officer)

/s/ Jack C. Pester                                Director                      June 17, 1999
--------------------------------
Jack C. Pester

/s/ Stanley G. Tate                               Director                      June 17, 1999
--------------------------------
Stanley G. Tate

/s/ Theodore Venners                Chairman of the Board of Directors,         June 17, 1999
--------------------------------    President and Chief Executive Officer
Theodore Venners                    (Principal Executive Officer)