<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998
                                                      REGISTRATION NO. _________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                            ----------------------
                                        
                             EVOLVING SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

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

        DELAWARE                                          84-1010843
(State of Incorporation)                    (I.R.S. Employer Identification No.)

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

                            9777 MT. PYRAMID COURT
                          ENGLEWOOD, COLORADO  80112

                            ----------------------
                   (Address of Principal Executive Offices)

                         EMPLOYEE STOCK PURCHASE PLAN
                            ----------------------
                           (Full Title of the Plan)

                              J. RICHARD ABRAMSON
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            EVOLVING SYSTEMS, INC.
                            9777 MT. PYRAMID COURT
                          ENGLEWOOD, COLORADO  80112
                                (303) 802-1000
                                        
                            ----------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                  COPIES TO:
                              REX R. O'NEAL, ESQ.
                              COOLEY GODWARD LLP
                       2595 CANYON BOULEVARD, SUITE 250
                         BOULDER, COLORADO  80302-6737
                                (303) 546-4000
                                        
                            ----------------------
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE


<TABLE> 
<CAPTION>
================================================================================================================
                                                                           PROPOSED       
                                                PROPOSED                   MAXIMUM       
 TITLE OF SECURITIES      AMOUNT TO BE       MAXIMUM OFFERING         AGGREGATE OFFERING         AMOUNT OF
 TO BE REGISTERED          REGISTERED       PRICE PER SHARE (1)             PRICE             REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>                       <C>                     <C>
Common Stock (par
 value $.001)                  250,000              $10.41              $2,602,500.00                 $767.74

================================================================================================================
</TABLE>                                        

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rules 457(c) and (h)(1) based upon the average
     of the high and low prices of the Registrant's Common Stock on June 24,
     1998, as reported on The Nasdaq Stock Market (National Market).

================================================================================


     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Evolving Systems, Inc. (the "Registrant")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:

     (a) The Registrant's Prospectus dated May 11, 1998 (Registration No. 333-
43973).

     (b) The Registrant's Quarterly Report on Form 10-Q (File No. 000-24081) for
the fiscal quarter ended March  31, 1998.

     (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A.

     (d) All reports and other documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all of the securities offered hereby
have been sold or which deregisters all such securities then remaining unsold.

     Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                           DESCRIPTION OF SECURITIES

     Not applicable.

                    INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act").

     The Registrant's Amended and Restated Certificate of Incorporation provides
for the elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to the Registrant and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

     The Registrant has entered into indemnification agreements with each of its
directors and executive officers under which the Registrant has agreed to
indemnify each of them against expenses and losses incurred for claims brought
against them by reason of their being a director or executive officer of the
Registrant, and the Registrant maintains directors' and officers' liability
insurance.

                                       1.
<PAGE>
 
                      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                   EXHIBITS

     EXHIBIT
     NUMBER      DESCRIPTION

     4.1         Amended and Restated Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3(i).3 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-43973)).

     4.2         Amended and Restated Bylaws of the Registrant (incorporated by
                 reference to Exhibit 3(ii).2 to the Registrant's Registration
                 Statement on Form S-1 (Registration No. 333-43973)).

     4.3         Specimen stock certificate (incorporated by reference to
                 Exhibit 4.2 to the Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-43973)).

     5.1         Opinion of Cooley Godward LLP.

     10.1        Employee Stock Purchase Plan (incorporated by reference to
                 Exhibit 10.3 to the Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-43973)).

     23.1        Consent of Price Waterhouse LLP.

     23.2        Consent of Deloitte & Touche LLP.

     23.3        Consent of Cooley Godward LLP (included in Exhibit 5.1).

     24          Power of Attorney (included on page 4).

                                       2.
<PAGE>
 
                                 UNDERTAKINGS

     1.  The Registrant hereby undertakes:

         (a) 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;

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

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

provided, however, that paragraphs (a)(i) and (a)(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
Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b) 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.

         (c) 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.

     2.  The 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 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.

     3.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                       3.
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities 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 Englewood, State of Colorado, on the 30th day of
June, 1998.

                                    EVOLVING SYSTEMS, INC.


                                    By:  /s/ J. Richard Abramson
                                       ---------------------------------------
                                         J. Richard Abramson
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Richard Abramson and Anita T. Moseley,
and each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, 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 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 attorneys-in-fact and agents, or any 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                      TITLE                             DATE
<S>                                       <C>                                              <C>
  /s/ J. Richard Abramson                     President, Chief Executive Officer and            June 30, 1998
----------------------------------------      Director (Principal Executive Officer)
        J. Richard Abramson

  /s/ Roger A. Barnes                         Senior Vice President of Finance, Chief           June 30, 1998
----------------------------------------      Financial Officer, Treasurer and Assistant
        Roger A. Barnes                       Secretary (Principal Financial and Accounting
                                              Officer)
 
  /s/ Donald R. Dixon                         Director                                          June 30, 1998
----------------------------------------
        Donald R. Dixon

  /s/ Harry B. Fair                           Director                                          June 30, 1998
----------------------------------------
        Harry B. Fair

  /s/ George A. Hallenbeck                    Director                                          June 30, 1998
----------------------------------------
        George A. Hallenbeck

  /s/ Robert J. Loarie                        Director                                          June 30, 1998
----------------------------------------
        Robert J. Loarie

  /s/ David J. Molny                          Director                                          June 29, 1998
----------------------------------------
        David J. Molny

</TABLE>

                                       4.
<PAGE>
 
                                 EXHIBIT INDEX


   EXHIBIT 
   NUMBER   DESCRIPTION

     4.1    Amended and Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to Exhibit 3(i).3 to the Registrant's
            Registration Statement on Form S-1 (Registration No. 333-43973)).

     4.2    Amended and Restated Bylaws of the Registrant (incorporated by
            reference to Exhibit 3(ii).2 to the Registrant's Registration
            Statement on Form S-1 (Registration No. 333-43973)).

     4.3    Specimen stock certificate (incorporated by reference to Exhibit 4.2
            to the Registrant's Registration Statement on Form S-1 (Registration
            No. 333-43973)).

     5.1    Opinion of Cooley Godward LLP.

     10.1   Employee Stock Purchase Plan (incorporated by reference to Exhibit
            10.3 to the Registrant's Registration Statement on Form S-1
            (Registration No. 333-43973)).

     23.1   Consent of Price Waterhouse LLP.

     23.2   Consent of Deloitte & Touche LLP.

     23.3   Consent of Cooley Godward LLP (included in Exhibit 5.1).

     24     Power of Attorney (included on page 4).

                                   

                                       5.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17479}]
{"company-data": {"conformed-name": "EVOLVING SYSTEMS INC", "cik": "0001052054", "assigned-sic": "7371", "irs-number": "841010843", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58285", "film-number": "98659177"}, "business-address": {"street1": "6892 SOUTH YOSEMITE", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3038021000"}, "mail-address": {"street1": "6892 SOUTH YOSEMITE", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998
                                                      REGISTRATION NO. _________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                            ----------------------
                                        
                             EVOLVING SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

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

        DELAWARE                                          84-1010843
(State of Incorporation)                    (I.R.S. Employer Identification No.)

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

                            9777 MT. PYRAMID COURT
                          ENGLEWOOD, COLORADO  80112

                            ----------------------
                   (Address of Principal Executive Offices)

                         EMPLOYEE STOCK PURCHASE PLAN
                            ----------------------
                           (Full Title of the Plan)

                              J. RICHARD ABRAMSON
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            EVOLVING SYSTEMS, INC.
                            9777 MT. PYRAMID COURT
                          ENGLEWOOD, COLORADO  80112
                                (303) 802-1000
                                        
                            ----------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                  COPIES TO:
                              REX R. O'NEAL, ESQ.
                              COOLEY GODWARD LLP
                       2595 CANYON BOULEVARD, SUITE 250
                         BOULDER, COLORADO  80302-6737
                                (303) 546-4000
                                        
                            ----------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                                           PROPOSED       
                                                PROPOSED                   MAXIMUM       
 TITLE OF SECURITIES      AMOUNT TO BE       MAXIMUM OFFERING         AGGREGATE OFFERING         AMOUNT OF
 TO BE REGISTERED          REGISTERED       PRICE PER SHARE (1)             PRICE             REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock (par
 value $.001)                  250,000              $10.41              $2,602,500.00                 $767.74

================================================================================================================
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rules 457(c) and (h)(1) based upon the average
     of the high and low prices of the Registrant's Common Stock on June 24,
     1998, as reported on The Nasdaq Stock Market (National Market).

================================================================================

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Evolving Systems, Inc. (the "Registrant")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:

     (a) The Registrant's Prospectus dated May 11, 1998 (Registration No. 333-
43973).

     (b) The Registrant's Quarterly Report on Form 10-Q (File No. 000-24081) for
the fiscal quarter ended March  31, 1998.

     (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A.

     (d) All reports and other documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all of the securities offered hereby
have been sold or which deregisters all such securities then remaining unsold.

     Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                           DESCRIPTION OF SECURITIES

     Not applicable.

                    INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act").

     The Registrant's Amended and Restated Certificate of Incorporation provides
for the elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to the Registrant and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

     The Registrant has entered into indemnification agreements with each of its
directors and executive officers under which the Registrant has agreed to
indemnify each of them against expenses and losses incurred for claims brought
against them by reason of their being a director or executive officer of the
Registrant, and the Registrant maintains directors' and officers' liability
insurance.

                                       1.
EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                   EXHIBITS

     EXHIBIT
     NUMBER      DESCRIPTION

     4.1         Amended and Restated Certificate of Incorporation of the
                 Registrant (incorporated by reference to Exhibit 3(i).3 to the
                 Registrant's Registration Statement on Form S-1 (Registration
                 No. 333-43973)).

     4.2         Amended and Restated Bylaws of the Registrant (incorporated by
                 reference to Exhibit 3(ii).2 to the Registrant's Registration
                 Statement on Form S-1 (Registration No. 333-43973)).

     4.3         Specimen stock certificate (incorporated by reference to
                 Exhibit 4.2 to the Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-43973)).

     5.1         Opinion of Cooley Godward LLP.

     10.1        Employee Stock Purchase Plan (incorporated by reference to
                 Exhibit 10.3 to the Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-43973)).

     23.1        Consent of Price Waterhouse LLP.

     23.2        Consent of Deloitte & Touche LLP.

     23.3        Consent of Cooley Godward LLP (included in Exhibit 5.1).

     24          Power of Attorney (included on page 4).

                                       2.
UNDERTAKINGS

     1.  The Registrant hereby undertakes:

         (a) 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;

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

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

provided, however, that paragraphs (a)(i) and (a)(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
Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b) 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.

         (c) 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.

     2.  The 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 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.

     3.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.

                                       3.
SIGNATURES

     Pursuant to the requirements of the Securities 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 Englewood, State of Colorado, on the 30th day of
June, 1998.

                                    EVOLVING SYSTEMS, INC.

                                    By:  /s/ J. Richard Abramson
                                       ---------------------------------------
                                         J. Richard Abramson
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Richard Abramson and Anita T. Moseley,
and each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, 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 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 attorneys-in-fact and agents, or any 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                      TITLE                             DATE
/s/ J. Richard Abramson                     President, Chief Executive Officer and            June 30, 1998
----------------------------------------      Director (Principal Executive Officer)
        J. Richard Abramson

  /s/ Roger A. Barnes                         Senior Vice President of Finance, Chief           June 30, 1998
----------------------------------------      Financial Officer, Treasurer and Assistant
        Roger A. Barnes                       Secretary (Principal Financial and Accounting
                                              Officer)
 
  /s/ Donald R. Dixon                         Director                                          June 30, 1998
----------------------------------------
        Donald R. Dixon

  /s/ Harry B. Fair                           Director                                          June 30, 1998
----------------------------------------
        Harry B. Fair

  /s/ George A. Hallenbeck                    Director                                          June 30, 1998
----------------------------------------
        George A. Hallenbeck

  /s/ Robert J. Loarie                        Director                                          June 30, 1998
----------------------------------------
        Robert J. Loarie

  /s/ David J. Molny                          Director                                          June 29, 1998
----------------------------------------
        David J. Molny
4.
EXHIBIT INDEX

   EXHIBIT 
   NUMBER   DESCRIPTION

     4.1    Amended and Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to Exhibit 3(i).3 to the Registrant's
            Registration Statement on Form S-1 (Registration No. 333-43973)).

     4.2    Amended and Restated Bylaws of the Registrant (incorporated by
            reference to Exhibit 3(ii).2 to the Registrant's Registration
            Statement on Form S-1 (Registration No. 333-43973)).

     4.3    Specimen stock certificate (incorporated by reference to Exhibit 4.2
            to the Registrant's Registration Statement on Form S-1 (Registration
            No. 333-43973)).

     5.1    Opinion of Cooley Godward LLP.

     10.1   Employee Stock Purchase Plan (incorporated by reference to Exhibit
            10.3 to the Registrant's Registration Statement on Form S-1
            (Registration No. 333-43973)).

     23.1   Consent of Price Waterhouse LLP.

     23.2   Consent of Deloitte & Touche LLP.

     23.3   Consent of Cooley Godward LLP (included in Exhibit 5.1).

     24     Power of Attorney (included on page 4).

                                   

                                       5.