Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             ISOLYSER COMPANY, INC.
             (Exact name of registrant as specified in its charter)

         GEORGIA                                             58-1746149
         (State or Other Jurisdiction of                  (I.R.S. Employer
         Incorporation or Organization)                  Identification No.)

                              650 ENGINEERING DRIVE
                                 TECHNOLOGY PARK
                             NORCROSS, GEORGIA 30092

   (Address, including zip code, of registrant's principal executive offices)

                                STOCK OPTION PLAN
                              (Full Title of Plan)

                                GENE R. MCGREVIN
                              650 ENGINEERING DRIVE
                                 TECHNOLOGY PARK
                             NORCROSS, GEORGIA 30092
                                 (770) 582-6363
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

                                                     Proposed maximum       Proposed maximum     Amount of
Title of each class of              Amount to be     offering price per     aggregate            registration
securities to be registered         registered       share(1)               offering price(1)    fee

<S>                                 <C>              <C>                    <C>                  <C>
Common Stock, $.001 par value       400,000          $3.875                 $1,550,000           $470.00
<PAGE>
</TABLE>


(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to Rule 457(c) and (h) and based upon the average of the high
         and low prices of the Company's  Common Stock on September 16, 1997, as
         reported by The Nasdaq Stock Market.




<PAGE>



                                    PART II

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996 (File No. 0-24866);

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
March 31,  1997 and June 30,  1997  (File No.  0-24866)  filed May 15,  1997 and
August 14, 1997, respectively; and

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27, 1994 and December 20, 1996.

     All documents  subsequently  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"),  after  the  filing  hereof  and  prior to a filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant  to Sections  14-2-851  through  14-2-857 of the Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
the Company may, and in some cases must,  be  indemnified  by the Company  under
certain  circumstances  against expenses and liabilities  incurred by or imposed
upon them as a result of actions,  suits or proceedings  brought against them as
directors,  officers,  employees and agents of the Company  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities   laws).   Article  Nine  of  the  Company's   Bylaws   provides  for
indemnifications  of  directors to the fullest  extent  permitted by the Georgia
Business  Corporation Code. These provisions  generally mirror Sections 14-2-851
through 14-2-857 of the Georgia Business Corporation Code.

459099.1
                                      II-1

<PAGE>




        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933,  as amended,  may be  permitted to  directors,  officers or persons
controlling  the Company  pursuant to the  foregoing  provisions  of the Georgia
Business  Corporation  Code  and the  Company's  Bylaws,  the  Company  has been
informed  that  indemnification  is considered  by the  Securities  and Exchange
Commission to be against public policy and therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.    EXHIBITS.
<TABLE>
<CAPTION>
                                                                                        SEQUENTIAL
        EXHIBIT NO.                 DESCRIPTION                                         PAGE NO.

<S>        <C>                      <C>                                                 <C> 
           4.1(1)                   Stock Option Plan, First Amendment
                                    to Stock Option Plan and Second
                                    Amendment to Stock Option Plan

           4.2(2)                   Third Amendment to Stock Option Plan

           4.3(3)                   Fourth Amendment to Stock Option Plan

           4.4(4)                   Fifth Amendment to Stock Option Plan

           4.5(5)                   Sixth Amendment to Stock Option Plan

           4.6(1)                   Form of Non-Qualified Stock Option
                                    Agreement pursuant to Stock Option Plan

           4.7(1)                   Form of Non-Qualified Stock Option
                                    Agreement pursuant to Stock Option Plan

           5                        Opinion of counsel as to legality of the
                                    securities being registered

           23(a)                    Consent of Arnall Golden & Gregory, LLP
                                    (included in opinion filed as Exhibit 5)

           23(b)                    Consent of Deloitte & Touche LLP

           23(c)                    Consent of KPMG Peat Marwick LLP

           24                       Power of Attorney (included on page II-5)

</TABLE>

459099.1
                                      II-2

<PAGE>



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

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-8 (File No. 33-85668)

(2)  Incorporated by reference to Exhibit 10.37 filed with the Company's  Annual
     Report on Form 10-K for the period ended December 31, 1994.

(3)  Incorporated by reference to Exhibit 10.59 filed with the Company's  Annual
     Report on Form 10-K for the period ended December 31, 1995.

(4)  Incorporated  by  reference  to  Exhibit  10.60  filed  with the  Company's
     Registration Statement on Form S-4 (File No. 333-7977).

(5)  Incorporated by reference to Exhibit 4.2 filed with the Company's Quarterly
     Report on Form 10-K for the period ended June 30, 1997.


Item 9.    UNDERTAKINGS.

     The undersigned Registrant hereby undertakes as follows:

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

           (i)    To include any prospectus required by Section 10(a)(3) of the
                  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  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 in this
                  registration statement;

PROVIDED,  HOWEVER,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the  Registrant  pursuant  to  Section  13(a) or  Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

        (2) That,  for the purpose of determining  any liability  under the 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 the time  shall be deemed to be the  initial  bona fide  offering
thereof.

459099.1
                                      II-3

<PAGE>




        (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.

        (4) That, for purposes of determining  any liability  under the Act each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in 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.

        (5) Insofar as indemnification for liabilities arising under 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 ON FOLLOWING PAGE]


459099.1
                                      II-4

<PAGE>



                                   SIGNATURES


        In accordance  with the  requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing  on Form S-8 and  authorized  this  registration
statement to be signed on its behalf by the undersigned, in the City of Atlanta,
State of Georgia, on September 17, 1997.


                           ISOLYSER COMPANY, INC.



                           By:    /S/ GENE R. MCGREVIN
                                  Gene R. McGrevin, President and
                                  Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below  constitutes and appoints Gene R. McGrevin and Peter A. Schmitt,  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  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 and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or either  of them,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.










                    [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]

459099.1
                                      II-5

<PAGE>



        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 was signed by the  following  persons in the
capacities indicated on September 17, 1997.

SIGNATURE                    TITLE



/S/GENE R. MCGREVIN          President and Chairman of the Board of Directors
Gene R. McGrevin             (principal executive officer)


/S/ TRAVIS W. HONEYCUTT      Executive Vice President, Secretary and Director
Travis W. Honeycutt



/S/ DAN R. LEE               Executive Vice President and Director
Dan R. Lee


/S/ ROSDON HENDRIX           Director
Rosdon Hendrix


/S/ KENNETH F. DAVIS         Director
Kenneth F. Davis


/S/ OLIVIA F. KIRTLEY        Director
Olivia F. Kirtley


/S/ PETER A. SCHMITT         Vice President of Finance, Chief Financial Officer
Peter A. Schmitt             and Treasurer (principal financial and accounting
                             officer)



459099.1
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14803}]
{"company-data": {"conformed-name": "ISOLYSER CO INC /GA/", "cik": "0000929299", "assigned-sic": "3842", "irs-number": "581746149", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36049", "film-number": "97683327"}, "business-address": {"street1": "4320 INTERNATIONAL BLVD NW", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "7703817566"}, "mail-address": {"street1": "4320 INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             ISOLYSER COMPANY, INC.
             (Exact name of registrant as specified in its charter)

         GEORGIA                                             58-1746149
         (State or Other Jurisdiction of                  (I.R.S. Employer
         Incorporation or Organization)                  Identification No.)

                              650 ENGINEERING DRIVE
                                 TECHNOLOGY PARK
                             NORCROSS, GEORGIA 30092

   (Address, including zip code, of registrant's principal executive offices)

                                STOCK OPTION PLAN
                              (Full Title of Plan)

                                GENE R. MCGREVIN
                              650 ENGINEERING DRIVE
                                 TECHNOLOGY PARK
                             NORCROSS, GEORGIA 30092
                                 (770) 582-6363
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

                         CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum     Amount of
Title of each class of              Amount to be     offering price per     aggregate            registration
securities to be registered         registered       share(1)               offering price(1)    fee
Common Stock, $.001 par value       400,000          $3.875                 $1,550,000           $470.00
(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to Rule 457(c) and (h) and based upon the average of the high
         and low prices of the Company's  Common Stock on September 16, 1997, as
         reported by The Nasdaq Stock Market.
PART II

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996 (File No. 0-24866);

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
March 31,  1997 and June 30,  1997  (File No.  0-24866)  filed May 15,  1997 and
August 14, 1997, respectively; and

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27, 1994 and December 20, 1996.

     All documents  subsequently  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"),  after  the  filing  hereof  and  prior to a filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant  to Sections  14-2-851  through  14-2-857 of the Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
the Company may, and in some cases must,  be  indemnified  by the Company  under
certain  circumstances  against expenses and liabilities  incurred by or imposed
upon them as a result of actions,  suits or proceedings  brought against them as
directors,  officers,  employees and agents of the Company  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities   laws).   Article  Nine  of  the  Company's   Bylaws   provides  for
indemnifications  of  directors to the fullest  extent  permitted by the Georgia
Business  Corporation Code. These provisions  generally mirror Sections 14-2-851
through 14-2-857 of the Georgia Business Corporation Code.

459099.1
                                      II-1
Insofar as indemnification  for liabilities arising under the Securities
Act of 1933,  as amended,  may be  permitted to  directors,  officers or persons
controlling  the Company  pursuant to the  foregoing  provisions  of the Georgia
Business  Corporation  Code  and the  Company's  Bylaws,  the  Company  has been
informed  that  indemnification  is considered  by the  Securities  and Exchange
Commission to be against public policy and therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.    EXHIBITS.
SEQUENTIAL
        EXHIBIT NO.                 DESCRIPTION                                         PAGE NO.
4.1(1)                   Stock Option Plan, First Amendment
                                    to Stock Option Plan and Second
                                    Amendment to Stock Option Plan

           4.2(2)                   Third Amendment to Stock Option Plan

           4.3(3)                   Fourth Amendment to Stock Option Plan

           4.4(4)                   Fifth Amendment to Stock Option Plan

           4.5(5)                   Sixth Amendment to Stock Option Plan

           4.6(1)                   Form of Non-Qualified Stock Option
                                    Agreement pursuant to Stock Option Plan

           4.7(1)                   Form of Non-Qualified Stock Option
                                    Agreement pursuant to Stock Option Plan

           5                        Opinion of counsel as to legality of the
                                    securities being registered

           23(a)                    Consent of Arnall Golden & Gregory, LLP
                                    (included in opinion filed as Exhibit 5)

           23(b)                    Consent of Deloitte & Touche LLP

           23(c)                    Consent of KPMG Peat Marwick LLP

           24                       Power of Attorney (included on page II-5)
459099.1
                                      II-2
---------------------------

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-8 (File No. 33-85668)

(2)  Incorporated by reference to Exhibit 10.37 filed with the Company's  Annual
     Report on Form 10-K for the period ended December 31, 1994.

(3)  Incorporated by reference to Exhibit 10.59 filed with the Company's  Annual
     Report on Form 10-K for the period ended December 31, 1995.

(4)  Incorporated  by  reference  to  Exhibit  10.60  filed  with the  Company's
     Registration Statement on Form S-4 (File No. 333-7977).

(5)  Incorporated by reference to Exhibit 4.2 filed with the Company's Quarterly
     Report on Form 10-K for the period ended June 30, 1997.

Item 9.    UNDERTAKINGS.

     The undersigned Registrant hereby undertakes as follows:

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

           (i)    To include any prospectus required by Section 10(a)(3) of the
                  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  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 in this
                  registration statement;

PROVIDED,  HOWEVER,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the  Registrant  pursuant  to  Section  13(a) or  Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

        (2) That,  for the purpose of determining  any liability  under the 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 the time  shall be deemed to be the  initial  bona fide  offering
thereof.

459099.1
                                      II-3
(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.

        (4) That, for purposes of determining  any liability  under the Act each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in 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.

        (5) Insofar as indemnification for liabilities arising under 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 ON FOLLOWING PAGE]

459099.1
                                      II-4
SIGNATURES

        In accordance  with the  requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing  on Form S-8 and  authorized  this  registration
statement to be signed on its behalf by the undersigned, in the City of Atlanta,
State of Georgia, on September 17, 1997.

                           ISOLYSER COMPANY, INC.

                           By:    /S/ GENE R. MCGREVIN
                                  Gene R. McGrevin, President and
                                  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below  constitutes and appoints Gene R. McGrevin and Peter A. Schmitt,  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  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 and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or either  of them,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

                    [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]

459099.1
                                      II-5
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 was signed by the  following  persons in the
capacities indicated on September 17, 1997.

SIGNATURE                    TITLE

/S/GENE R. MCGREVIN          President and Chairman of the Board of Directors
Gene R. McGrevin             (principal executive officer)

/S/ TRAVIS W. HONEYCUTT      Executive Vice President, Secretary and Director
Travis W. Honeycutt

/S/ DAN R. LEE               Executive Vice President and Director
Dan R. Lee

/S/ ROSDON HENDRIX           Director
Rosdon Hendrix

/S/ KENNETH F. DAVIS         Director
Kenneth F. Davis

/S/ OLIVIA F. KIRTLEY        Director
Olivia F. Kirtley

/S/ PETER A. SCHMITT         Vice President of Finance, Chief Financial Officer
Peter A. Schmitt             and Treasurer (principal financial and accounting
                             officer)

459099.1
                                      II-6