As filed with the Securities and Exchange Commission on October 1, 1997
                                               Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          NACT TELECOMMUNICATIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   87-0378662
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                     191 West 5200 North, Provo, Utah 84604
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                          NACT TELECOMMUNICATIONS, INC.
                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

            A. Lindsay Wallace, President and Chief Executive Officer
                               191 West 5200 North
                                Provo, Utah 84604
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (801) 802-3000
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------
                                                     Proposed        Proposed
               Title of                               maximum        maximum
              securities           Amount            offering       aggregate         Amount of
                 to be             to be             price per       offering       registration
              registered         registered            share          price              fee
-------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                <C>              <C>
Common Stock, $.01 par
value, issuable upon
exercise of options
granted or to be granted
under the Amended and
Restated 1996 Stock
Option Plan                   1,250,000(1)(2)     $10.93(2)          $13,664,125      $4,140.64
=======================================================================================================
</TABLE>
(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act"), an  indeterminate  number of shares of Common Stock
         that may become  issuable  pursuant to  antidilution  provisions of the
         Registrant's  Amended and  Restated  1996 Stock  Option Plan (the "1996
         Option Plan") are also being registered.

(2)      Represents an aggregate of 935,000  shares of Common Stock with respect
         to which  options  have been  granted  under the 1996 Option Plan at an
         exercise  price of $9.35 per share.  Pursuant to Rule 457(h)  under the
         Securities Act, the offering price of the additional  315,000 shares of
         Common  Stock  which  may be  issued  under  the  1996  Option  Plan is
         estimated  solely for the purpose of determining the  registration  fee
         and is based on  $15.625,  the per share  average  of high and low sale
         prices of the Common  Stock as reported by the Nasdaq  National  Market
         ("Nasdaq") for trading on September 25, 1997.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents Reference

                  The following documents filed by NACT Telecommunications, Inc.
(the  "Company")  with the Securities and Exchange  Commission are  incorporated
herein by reference:

                  1.       The Company's  latest  Prospectus  filed  pursuant to
                           Rule  424(b)  under  the  Securities  Act  (file  no.
                           333-17735).

                  2.       The Company's  Quarterly  Report on Form 10-Q for the
                           period ended March 30, 1997.

                  3.       The Company's  Quarterly  Report on Form 10-Q for the
                           period ended June 30, 1997.

                  4.       The description of the Company's  Common Stock,  $.01
                           par value per share,  in the  Company's  Registration
                           Statement on Form 8-A filed on January 21, 1997.

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

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  Certain legal  matters in connection  with the issuance of the
shares offered  hereby have been passed upon for the Company by Olshan  Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Stephen
Irwin,  counsel to Olshan  Grundman Frome & Rosenzweig LLP, is a director of the
Company.

Item 6.           Indemnification of Directors and Officers

         As permitted by the Delaware  General  Corporation  Law (the  "Delaware
Law"), the Company's  Certificate of Incorporation  provides that no director of
the Company will be  personally  liable to the Company or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  except (i) for any
breach of the  directors'  duty of loyalty to the  Company or its  stockholders,
(ii) for acts or omissions not in good faith or involving intentional misconduct
or a knowing  violation of law, (iii) unlawful payments of dividends or unlawful
stock  repurchases or redemptions,  or (iv) for any  transaction  from which the
director  derives any improper  personal  benefit.  In addition,  the  Company's
Bylaws  provide  that  any  director  or  officer  who was or is a  party  or is
threatened  to be made a party to any action or  proceeding  by reason of his or
her services to the Company will be indemnified to the fullest extent  permitted
by the Delaware Law.

         The Company  believes  that the  indemnification  of its  directors and
officers will facilitate the Company's ability to continue to attract and retain
qualified individuals to serve as directors and officers of the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
registrant pursuant to the foregoing  provisions,  the Company has been informed
that in the opinion of the Securities and

                                      II-1

<PAGE>
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is therefore unenforceable.

         The Company has entered into  indemnification  agreements  with each of
its  directors and executive  officers  pursuant to which the Company  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  director of the
Company. In addition, the Company's directors and executive officers are covered
by a directors' and officers' liability insurance.

Item 7.           Exemption From Registration Claimed.

                  Not Applicable.

Item 8.           Exhibits.


Exhibit Index

         4        Amended and Restated 1996 Stock Option Plan.

         5        Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
                  to the securities registered hereunder.

     23(a)        Consent of Olshan Grundman Frome & Rosenzweig LLP (included in
                  its opinion filed as Exhibit 5).

     23(b)        Consent of KPMG Peat Marwick LLP.

     23(c)        Consent of Squire & Co.

     24           Powers of Attorney  (included  on the  signature  page to this
                  Registration Statement).

Item 9.           Undertakings

                  The undersigned 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 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.

                  b. 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.

                  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.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  act of 1934)  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.


                                      II-2

<PAGE>

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the 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.


                                      II-3

<PAGE>
                                   SIGNATURES

The Registrant.  Pursuant to 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 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 Provo,  State of Utah on this 30th day of  September,
1997.

                                   NACT TELECOMMUNICATIONS, INC.
                                   -----------------------------
                                          (Registrant)

                                   By: /s/ A. Lindsay Wallace
                                       -------------------------------------
                                           A. Lindsay Wallace, President and
                                           Chief Executive Officer


                                            POWER OF ATTORNEYS AND SIGNATORIES

Each of the undersigned officers and directors of NACT Telecommunications,  Inc.
hereby  constitutes and appoints A. Lindsay Wallace and Eric F. Gurr and each of
them singly, as true and lawful  attorneys-in-fact and agents with full power of
substitution and resubstitution,  for him in his name 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 and to prepare any and all exhibits  thereto,  and other documents in
connection  therewith,  and to make any applicable  state securities law or blue
sky filings,  granting unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done to enable NACT Telecommunications, Inc. to comply with the provisions
of the  Securities  Act  of  1933,  as  amended,  and  all  requirements  of the
Securities and Exchange  Commission,  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 their substitute or substitutes,  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.

       Signature                      Title                    Date
       ---------                      -----                    ----


/s/ Lindsay Wallace
-------------------------    President, Chief Executive    September 29, 1997
A. Lindsay Wallace           Officer and Director
                             (principal executive
                             officer)
/s/ Eric F. Gurr
-------------------------    Chief Financial Officer,      September 29, 1997
Eric F. Gurr                 Treasurer and Secretary
                             (principal financial and
                             accounting officer)
                        
------------------------     Director                      September __, 1997
W. Gordon Blankstein

/s/ Stephen Irwin
-------------------------    Director                      September 29, 1997
Stephen Irwin

/s/ Robert L. Olson
------------------------     Director                      September 26, 1997
Robert L. Olson

/s/ Clifford Sander
------------------------     Director                      September 29, 1997
Clifford Sander

/s/ Thomas E. Sawyer
------------------------     Director                      September 29, 1997
Thomas E. Sawyer

/s/ Ronald S. Eliason
------------------------     Director                      September 26, 1997
Ronald S. Eliason


                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16292}]
{"company-data": {"conformed-name": "NACT TELECOMMUNICATIONS INC", "cik": "0001027600", "assigned-sic": "4813", "state-of-incorporation": "UT", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36899", "film-number": "97689283"}, "business-address": {"street1": "382 EAST 720 SO", "city": "OREM", "state": "UT", "zip": "84058", "phone": "8012256248"}, "mail-address": {"street1": "382 EAST 720 SO", "city": "OREM", "state": "UT", "zip": "84058"}}
As filed with the Securities and Exchange Commission on October 1, 1997
                                               Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          NACT TELECOMMUNICATIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   87-0378662
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                     191 West 5200 North, Provo, Utah 84604
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                          NACT TELECOMMUNICATIONS, INC.
                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

            A. Lindsay Wallace, President and Chief Executive Officer
                               191 West 5200 North
                                Provo, Utah 84604
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (801) 802-3000
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
                                                     Proposed        Proposed
               Title of                               maximum        maximum
              securities           Amount            offering       aggregate         Amount of
                 to be             to be             price per       offering       registration
              registered         registered            share          price              fee
-------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value, issuable upon
exercise of options
granted or to be granted
under the Amended and
Restated 1996 Stock
Option Plan                   1,250,000(1)(2)     $10.93(2)          $13,664,125      $4,140.64
=======================================================================================================
(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act"), an  indeterminate  number of shares of Common Stock
         that may become  issuable  pursuant to  antidilution  provisions of the
         Registrant's  Amended and  Restated  1996 Stock  Option Plan (the "1996
         Option Plan") are also being registered.

(2)      Represents an aggregate of 935,000  shares of Common Stock with respect
         to which  options  have been  granted  under the 1996 Option Plan at an
         exercise  price of $9.35 per share.  Pursuant to Rule 457(h)  under the
         Securities Act, the offering price of the additional  315,000 shares of
         Common  Stock  which  may be  issued  under  the  1996  Option  Plan is
         estimated  solely for the purpose of determining the  registration  fee
         and is based on  $15.625,  the per share  average  of high and low sale
         prices of the Common  Stock as reported by the Nasdaq  National  Market
         ("Nasdaq") for trading on September 25, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents Reference

                  The following documents filed by NACT Telecommunications, Inc.
(the  "Company")  with the Securities and Exchange  Commission are  incorporated
herein by reference:

                  1.       The Company's  latest  Prospectus  filed  pursuant to
                           Rule  424(b)  under  the  Securities  Act  (file  no.
                           333-17735).

                  2.       The Company's  Quarterly  Report on Form 10-Q for the
                           period ended March 30, 1997.

                  3.       The Company's  Quarterly  Report on Form 10-Q for the
                           period ended June 30, 1997.

                  4.       The description of the Company's  Common Stock,  $.01
                           par value per share,  in the  Company's  Registration
                           Statement on Form 8-A filed on January 21, 1997.

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

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  Certain legal  matters in connection  with the issuance of the
shares offered  hereby have been passed upon for the Company by Olshan  Grundman
Frome &  Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022.  Stephen
Irwin,  counsel to Olshan  Grundman Frome & Rosenzweig LLP, is a director of the
Company.

Item 6.           Indemnification of Directors and Officers

         As permitted by the Delaware  General  Corporation  Law (the  "Delaware
Law"), the Company's  Certificate of Incorporation  provides that no director of
the Company will be  personally  liable to the Company or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  except (i) for any
breach of the  directors'  duty of loyalty to the  Company or its  stockholders,
(ii) for acts or omissions not in good faith or involving intentional misconduct
or a knowing  violation of law, (iii) unlawful payments of dividends or unlawful
stock  repurchases or redemptions,  or (iv) for any  transaction  from which the
director  derives any improper  personal  benefit.  In addition,  the  Company's
Bylaws  provide  that  any  director  or  officer  who was or is a  party  or is
threatened  to be made a party to any action or  proceeding  by reason of his or
her services to the Company will be indemnified to the fullest extent  permitted
by the Delaware Law.

         The Company  believes  that the  indemnification  of its  directors and
officers will facilitate the Company's ability to continue to attract and retain
qualified individuals to serve as directors and officers of the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
registrant pursuant to the foregoing  provisions,  the Company has been informed
that in the opinion of the Securities and

                                      II-1
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is therefore unenforceable.

         The Company has entered into  indemnification  agreements  with each of
its  directors and executive  officers  pursuant to which the Company  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  director of the
Company. In addition, the Company's directors and executive officers are covered
by a directors' and officers' liability insurance.

Item 7.           Exemption From Registration Claimed.

                  Not Applicable.

Item 8.           Exhibits.

Exhibit Index

         4        Amended and Restated 1996 Stock Option Plan.

         5        Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
                  to the securities registered hereunder.

     23(a)        Consent of Olshan Grundman Frome & Rosenzweig LLP (included in
                  its opinion filed as Exhibit 5).

     23(b)        Consent of KPMG Peat Marwick LLP.

     23(c)        Consent of Squire & Co.

     24           Powers of Attorney  (included  on the  signature  page to this
                  Registration Statement).

Item 9.           Undertakings

                  The undersigned 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 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.

                  b. 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.

                  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.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  act of 1934)  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.

                                      II-2
Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the 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.

                                      II-3
SIGNATURES

The Registrant.  Pursuant to 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 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 Provo,  State of Utah on this 30th day of  September,
1997.

                                   NACT TELECOMMUNICATIONS, INC.
                                   -----------------------------
                                          (Registrant)

                                   By: /s/ A. Lindsay Wallace
                                       -------------------------------------
                                           A. Lindsay Wallace, President and
                                           Chief Executive Officer

                                            POWER OF ATTORNEYS AND SIGNATORIES

Each of the undersigned officers and directors of NACT Telecommunications,  Inc.
hereby  constitutes and appoints A. Lindsay Wallace and Eric F. Gurr and each of
them singly, as true and lawful  attorneys-in-fact and agents with full power of
substitution and resubstitution,  for him in his name 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 and to prepare any and all exhibits  thereto,  and other documents in
connection  therewith,  and to make any applicable  state securities law or blue
sky filings,  granting unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done to enable NACT Telecommunications, Inc. to comply with the provisions
of the  Securities  Act  of  1933,  as  amended,  and  all  requirements  of the
Securities and Exchange  Commission,  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 their substitute or substitutes,  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.

       Signature                      Title                    Date
       ---------                      -----                    ----

/s/ Lindsay Wallace
-------------------------    President, Chief Executive    September 29, 1997
A. Lindsay Wallace           Officer and Director
                             (principal executive
                             officer)
/s/ Eric F. Gurr
-------------------------    Chief Financial Officer,      September 29, 1997
Eric F. Gurr                 Treasurer and Secretary
                             (principal financial and
                             accounting officer)
                        
------------------------     Director                      September __, 1997
W. Gordon Blankstein

/s/ Stephen Irwin
-------------------------    Director                      September 29, 1997
Stephen Irwin

/s/ Robert L. Olson
------------------------     Director                      September 26, 1997
Robert L. Olson

/s/ Clifford Sander
------------------------     Director                      September 29, 1997
Clifford Sander

/s/ Thomas E. Sawyer
------------------------     Director                      September 29, 1997
Thomas E. Sawyer

/s/ Ronald S. Eliason
------------------------     Director                      September 26, 1997
Ronald S. Eliason

                                      II-4