As filed with the Securities and Exchange Commission on July 10, 1997
                                               Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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


                             KATZ MEDIA GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)


           Delaware                                           13-3779269
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)


                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-6000
                    (Address of Principal Executive Offices)
                                 --------------

                             KATZ MEDIA GROUP, INC.
                         SAVINGS AND PROFIT SHARING PLAN
                            (Full Title of the Plan)
                                 --------------

                                Richard E. Vendig
                     Senior Vice President, Chief Financial
                       & Administrative Officer, Treasurer
                             Katz Media Group, Inc.
                              125 West 55th Street
                            New York, New York 10019

                     (Name and Address of Agent for Service)

   Telephone number, including area code, of agent for service: (212) 424-6000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================================================================================================================
                                                           Proposed                  Proposed
                                                            Maximum                   Maximum                 Amount of
    Title of Shares            Amount to be             Offering Price               Aggregate               Registration
   to be Registered             Registered               Per Share(1)            Offering Price(1)               Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                      <C>                         <C>
Common Stock (par
value $.01 per               205,000 shares                 $6.125                  $1,255,625                  $380.49
Share)..........
================================================================================================================================

(1)                 Estimated  solely for the purpose of calculating the  registration  fee pursuant to Rule 457 of the Securities
                    Act of 1933,  using the average of the high and low prices  reported on the American Stock Exchange on July 3,
                    1997.

</TABLE>

<PAGE>




                                     PART I

Item 1.             PLAN INFORMATION.

                    Not included pursuant to Form S-8 instructions.

Item 2.             REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                    Not included pursuant to Form S-8 instructions.


                                     PART II

Item 3.             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

                    Katz Media Group, Inc. (the "Company")  hereby  incorporates
herein by reference the following documents:

                    (1)  The  Company's  annual report on Form 10-K for the year
                         ended December 31, 1996;

                    (2)  All reports filed pursuant to Section 13(a) or 15(d) of
                         the  Securities  Exchange Act of 1934,  as amended (the
                         "Exchange   Act"),  on  or  after  December  31,  1996,
                         including the Company's  Form 10-Q for the period ended
                         March 31, 1997; and

                    (3)  The description of the Company's Common Stock contained
                         in the  Registration  Statement  on Form S-1 filed with
                         the   Securities   and   Exchange    Commission    (the
                         "Commission")  on  March  30,  1995,  Registration  No.
                         33-87406,  including  amendments thereto and any report
                         filed for the purpose of updating such description (the
                         "1995 Registration Statement").

                    In addition,  all documents filed by the Company pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered herein have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the  respective
date of filing of each such document.

Item 4.             DESCRIPTION OF SECURITIES.

                    Not applicable.

Item 5.             INTERESTS OF NAMED EXPERTS AND COUNSEL.

                    Not applicable.




                                        2

<PAGE>



Item 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                    Section 145 of the  Delaware  General  Corporation  Law (the
"DGCL")  and  Article  SEVENTH of the  Company's  Certificate  of  Incorporation
provide for indemnification of the Company's directors and officers in a variety
of  circumstances,  which may  include  liabilities  under the  Securities  Act.
Article  SEVENTH  provides  that  unless  otherwise  determined  by the Board of
Directors  of the  Company,  the  Company  shall  indemnify,  to the full extent
permitted  by the laws of Delaware  as from time to time in effect,  the persons
described in Section 145 of the DGCL.

                    The  general  effect  of the  provisions  in  the  Company's
Certificate of  Incorporation  and the DGCL is to provide that the Company shall
indemnify  its  directors  and  officers  against all  liabilities  and expenses
actually and reasonably incurred in connection with the defense or settlement of
any judicial or administrative proceedings in which they have become involved by
reason of their status as corporate directors or officers, if they acted in good
faith and in the reasonable  belief that their conduct was neither  unlawful (in
the case of criminal  proceedings) nor  inconsistent  with the best interests of
the Company. With respect to legal proceedings by or in the right of the Company
in which a director or officer is ajudged liable for improper performance of his
duty to the  Company or another  enterprise  for which such  person  served in a
similar  capacity at the request of the Company,  indemnification  is limited by
such provisions to that amount which is permitted by the court.

Item 7.             EXEMPTION FROM REGISTRATION CLAIMED.

                    Not applicable.

Item 8.             EXHIBITS.

Exhibit No.                                            Exhibit
-----------                                            -------

3(a)                Restated   Certificate  of   Incorporation  of  the  Company
                    (incorporated  by  reference  to  Exhibit  3.5 of  the  1995
                    Registration Statement)

3(b)                By-Laws of the Company (incorporated by reference to Exhibit
                    3.6 to the 1995 Registration Statement)

23(a)               Consent of Price Waterhouse LLP, independent accountants

24                  Power of Attorney  (included on signature  page of this Form
                    S-8)


                                        3

<PAGE>



Item 9.             UNDERTAKINGS.


                    (a)  The undersigned hereby undertakes:

                    (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  Securities  Act of 1933  (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; and

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------   -------
information to be included in a post-effective  amendment by those paragraphs is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                    (2)  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; and

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

                    (b)  The undersigned  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 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 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.

                    (c)  Insofar  as  indemnification  for  liabilities  arising
                         under the Securities 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
                         Commission  such   indemnification  is  against  public
                         policy  as  expressed  in the Act  and  is,  therefore,



                                        4

<PAGE>


                         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.



                                        5

<PAGE>




                                   SIGNATURES


               Pursuant to the  requirements  of the Securities Act of 1933, the
Registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of New York,
State of New York on this day of July 10, 1997.


                                        KATZ MEDIA GROUP, INC.



                                        By:  /S/ RICHARD E. VENDIG
                                             ----------------------------------
                                             Richard E. Vendig
                                             Senior Vice President
                                             Chief Financial & Administrative
                                             Officer, Treasurer


                                POWER OF ATTORNEY

               Each of the  undersigned  officers  and  directors  of Katz Media
Group, Inc. hereby severally  constitutes and appoints Richard E. Vendig, Thomas
F. Olson and David M. Wittels,  and each of them severally,  as attorney-in-fact
for the undersigned, in any and all capacities, with full power of substitution,
to sign this  Registration  Statement and any  amendments  to this  Registration
Statement  (including  post-effective  amendments),  and to file the  same  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting into said  attorney-in-fact  full
power and authority to do and perform each and every act 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
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

               Pursuant to the  requirements of the Securities Act of 1933, this
report has been signed below by the following  persons in the  capacities and on
the dates indicated.


 NAME                         TITLE                                 DATE
 ----                         -----                                 ----

                               
/S/ THOMAS F. OLSON           President, Chief Executive Officer   July 10, 1997
-------------------           and Director
Thomas F. Olson


/S/ JAMES E. BELOYIANIS       Vice President, Secretary            July 10, 1997
-----------------------       and Director
James E. Beloyianis


/S/ RICHARD E. VENDIG         Senior Vice President, Chief         July 10, 1997
---------------------         Financial & Administrative 
Richard E. Vendig             Officer, Treasurer (Principal
                              Financial and Accounting Officer)



<PAGE>




/S/ STUART O. OLDS            Vice President, Assistant            July 10, 1997
------------------            Secretary and Director
Stuart O. Olds               


                              Chairman of the Board                July __, 1997
-----------------             of Directors
Thompson Dean


/S/ MICHAEL CONNELLY          Director                             July 10, 1997
--------------------
Michael Connelly


                              Director                             July __, 1997
-------------------
Thomas J. Barry


                              Director                             July __, 1997
---------------------
Steven J. Gilbert


                              Director                             July __, 1997
--------------
Bob Marbut


/S/ DAIV M. WITTELS           Director                              July 9, 1997
--------------------
David M. Wittels






<PAGE>


                                INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this  registration
statement:

Exhibit No.              Exhibit
----------               -------

3(a)                     Restated  Certificate of  Incorporation  of the Company
                         (incorporated  by  reference to Exhibit 3.5 of the 1995
                         Registration Statement)

3(b)                     By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

23(a)                    Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

24                       Power of Attorney  (included on signature  page of this
                         document)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE KATZ MEDIA GROUP,  INC.", "secsgml_size_bytes": 17566}]
{"company-data": {"conformed-name": "KATZ MEDIA GROUP INC", "cik": "0000934494", "assigned-sic": "7310", "irs-number": "133779266", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31097", "film-number": "97639392"}, "business-address": {"street1": "125 W 55TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124246000"}, "former-company": [{"former-conformed-name": "AATZ MEDIA GROUP INC", "date-changed": "19950505"}, {"former-conformed-name": "KATZ CAPITAL CORP", "date-changed": "19941220"}]}
As filed with the Securities and Exchange Commission on July 10, 1997
                                               Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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

                             KATZ MEDIA GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                           13-3779269
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-6000
                    (Address of Principal Executive Offices)
                                 --------------

                             KATZ MEDIA GROUP, INC.
                         SAVINGS AND PROFIT SHARING PLAN
                            (Full Title of the Plan)
                                 --------------

                                Richard E. Vendig
                     Senior Vice President, Chief Financial
                       & Administrative Officer, Treasurer
                             Katz Media Group, Inc.
                              125 West 55th Street
                            New York, New York 10019

                     (Name and Address of Agent for Service)

   Telephone number, including area code, of agent for service: (212) 424-6000

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                           Proposed                  Proposed
                                                            Maximum                   Maximum                 Amount of
    Title of Shares            Amount to be             Offering Price               Aggregate               Registration
   to be Registered             Registered               Per Share(1)            Offering Price(1)               Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock (par
value $.01 per               205,000 shares                 $6.125                  $1,255,625                  $380.49
Share)..........
================================================================================================================================

(1)                 Estimated  solely for the purpose of calculating the  registration  fee pursuant to Rule 457 of the Securities
                    Act of 1933,  using the average of the high and low prices  reported on the American Stock Exchange on July 3,
                    1997.
PART I

Item 1.             PLAN INFORMATION.

                    Not included pursuant to Form S-8 instructions.

Item 2.             REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                    Not included pursuant to Form S-8 instructions.

                                     PART II

Item 3.             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

                    Katz Media Group, Inc. (the "Company")  hereby  incorporates
herein by reference the following documents:

                    (1)  The  Company's  annual report on Form 10-K for the year
                         ended December 31, 1996;

                    (2)  All reports filed pursuant to Section 13(a) or 15(d) of
                         the  Securities  Exchange Act of 1934,  as amended (the
                         "Exchange   Act"),  on  or  after  December  31,  1996,
                         including the Company's  Form 10-Q for the period ended
                         March 31, 1997; and

                    (3)  The description of the Company's Common Stock contained
                         in the  Registration  Statement  on Form S-1 filed with
                         the   Securities   and   Exchange    Commission    (the
                         "Commission")  on  March  30,  1995,  Registration  No.
                         33-87406,  including  amendments thereto and any report
                         filed for the purpose of updating such description (the
                         "1995 Registration Statement").

                    In addition,  all documents filed by the Company pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered herein have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the  respective
date of filing of each such document.

Item 4.             DESCRIPTION OF SECURITIES.

                    Not applicable.

Item 5.             INTERESTS OF NAMED EXPERTS AND COUNSEL.

                    Not applicable.

                                        2
Item 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                    Section 145 of the  Delaware  General  Corporation  Law (the
"DGCL")  and  Article  SEVENTH of the  Company's  Certificate  of  Incorporation
provide for indemnification of the Company's directors and officers in a variety
of  circumstances,  which may  include  liabilities  under the  Securities  Act.
Article  SEVENTH  provides  that  unless  otherwise  determined  by the Board of
Directors  of the  Company,  the  Company  shall  indemnify,  to the full extent
permitted  by the laws of Delaware  as from time to time in effect,  the persons
described in Section 145 of the DGCL.

                    The  general  effect  of the  provisions  in  the  Company's
Certificate of  Incorporation  and the DGCL is to provide that the Company shall
indemnify  its  directors  and  officers  against all  liabilities  and expenses
actually and reasonably incurred in connection with the defense or settlement of
any judicial or administrative proceedings in which they have become involved by
reason of their status as corporate directors or officers, if they acted in good
faith and in the reasonable  belief that their conduct was neither  unlawful (in
the case of criminal  proceedings) nor  inconsistent  with the best interests of
the Company. With respect to legal proceedings by or in the right of the Company
in which a director or officer is ajudged liable for improper performance of his
duty to the  Company or another  enterprise  for which such  person  served in a
similar  capacity at the request of the Company,  indemnification  is limited by
such provisions to that amount which is permitted by the court.

Item 7.             EXEMPTION FROM REGISTRATION CLAIMED.

                    Not applicable.

Item 8.             EXHIBITS.

Exhibit No.                                            Exhibit
-----------                                            -------

3(a)                Restated   Certificate  of   Incorporation  of  the  Company
                    (incorporated  by  reference  to  Exhibit  3.5 of  the  1995
                    Registration Statement)

3(b)                By-Laws of the Company (incorporated by reference to Exhibit
                    3.6 to the 1995 Registration Statement)

23(a)               Consent of Price Waterhouse LLP, independent accountants

24                  Power of Attorney  (included on signature  page of this Form
                    S-8)

                                        3
Item 9.             UNDERTAKINGS.

                    (a)  The undersigned hereby undertakes:

                    (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  Securities  Act of 1933  (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; and

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------   -------
information to be included in a post-effective  amendment by those paragraphs is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
registration statement.

                    (2)  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; and

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

                    (b)  The undersigned  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 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 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.

                    (c)  Insofar  as  indemnification  for  liabilities  arising
                         under the Securities 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
                         Commission  such   indemnification  is  against  public
                         policy  as  expressed  in the Act  and  is,  therefore,

                                        4
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.

                                        5
SIGNATURES

               Pursuant to the  requirements  of the Securities Act of 1933, the
Registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of New York,
State of New York on this day of July 10, 1997.

                                        KATZ MEDIA GROUP, INC.

                                        By:  /S/ RICHARD E. VENDIG
                                             ----------------------------------
                                             Richard E. Vendig
                                             Senior Vice President
                                             Chief Financial & Administrative
                                             Officer, Treasurer

                                POWER OF ATTORNEY

               Each of the  undersigned  officers  and  directors  of Katz Media
Group, Inc. hereby severally  constitutes and appoints Richard E. Vendig, Thomas
F. Olson and David M. Wittels,  and each of them severally,  as attorney-in-fact
for the undersigned, in any and all capacities, with full power of substitution,
to sign this  Registration  Statement and any  amendments  to this  Registration
Statement  (including  post-effective  amendments),  and to file the  same  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting into said  attorney-in-fact  full
power and authority to do and perform each and every act 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
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

               Pursuant to the  requirements of the Securities Act of 1933, this
report has been signed below by the following  persons in the  capacities and on
the dates indicated.

 NAME                         TITLE                                 DATE
 ----                         -----                                 ----

                               
/S/ THOMAS F. OLSON           President, Chief Executive Officer   July 10, 1997
-------------------           and Director
Thomas F. Olson

/S/ JAMES E. BELOYIANIS       Vice President, Secretary            July 10, 1997
-----------------------       and Director
James E. Beloyianis

/S/ RICHARD E. VENDIG         Senior Vice President, Chief         July 10, 1997
---------------------         Financial & Administrative 
Richard E. Vendig             Officer, Treasurer (Principal
                              Financial and Accounting Officer)
/S/ STUART O. OLDS            Vice President, Assistant            July 10, 1997
------------------            Secretary and Director
Stuart O. Olds               

                              Chairman of the Board                July __, 1997
-----------------             of Directors
Thompson Dean

/S/ MICHAEL CONNELLY          Director                             July 10, 1997
--------------------
Michael Connelly

                              Director                             July __, 1997
-------------------
Thomas J. Barry

                              Director                             July __, 1997
---------------------
Steven J. Gilbert

                              Director                             July __, 1997
--------------
Bob Marbut

/S/ DAIV M. WITTELS           Director                              July 9, 1997
--------------------
David M. Wittels
INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this  registration
statement:

Exhibit No.              Exhibit
----------               -------

3(a)                     Restated  Certificate of  Incorporation  of the Company
                         (incorporated  by  reference to Exhibit 3.5 of the 1995
                         Registration Statement)

3(b)                     By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

23(a)                    Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

24                       Power of Attorney  (included on signature  page of this
                         document)