<PAGE>


        As filed with the Securities and Exchange Commission on April 24, 1997
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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

                       EVANS WITHYCOMBE RESIDENTIAL, INC.
             (Exact name of registrant as specified in its charter)

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

               MARYLAND                                            86-0766008
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

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

                      6991 East Camelback Road, Suite A-200
                           Scottsdale, Arizona  85251
                                 (602) 840-1040
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

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

                        NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full title of the plan)

                             ----------------------
                                STEPHEN O. EVANS
                Chairman of the Board and Chief Executive Officer

                       EVANS WITHYCOMBE RESIDENTIAL, INC.
                      6991 East Camelback Road, Suite A-200
                           Scottsdale, Arizona  85251
                                 (602) 840-1040

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                 WITH A COPY TO:
                             KENNETH M. DORAN, ESQ.
                           Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                         Los Angeles, California  90071
                                 (213) 229-7000

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------
                                             Proposed Maximum         Proposed Maximum           Amount of
Title of Securities        Amount to         Offering Price per            Aggregate           Registration
to be Registered         be Registered            Share (1)           Offering Price (1)          Fee (1)
--------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                      <C>                      <C>

Common Stock             100,000 shares           $20.0625               $2,006,250               $607.95
--------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Price per share and aggregate offering price are estimated solely for the
     purpose of calculating the registration fee pursuant to Rule 457(h) on the
     basis of the average of the high and low prices of the Common Stock of
     Evans Withycombe Residential, Inc. as reported on the New York Stock
     Exchange on April 18, 1997.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by Evans Withycombe
Residential, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") are by this reference incorporated in and made a part of this
Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996, as amended;

          (b)  The Registrant's Current Report on Form 8-K, filed with the
               Commission on February 13, 1997; and

          (c)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A, File No.
               1-13256.

          All reports and other 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 date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of 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.

         The Registrant's Charter limits the liability of the Registrant's
directors and officers to the Registrant and its shareholders to the fullest
extent permitted from time to time by Maryland law.  Maryland law presently
permits the liability of directors and officers to a corporation or its
shareholders for money damages to be limited, except (i) to the extent that it
is proved that the director or officer actually received an improper benefit or
profit or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.  This provision
does not limit the ability of the Registrant or its shareholders to obtain other
relief, such as an injunction or rescission.

         The Registrant's Charter and Bylaws require the Registrant to indemnify
its directors and officers to the fullest extent permitted from time to time by
Maryland law.  The Charter also permits the Registrant to indemnify employees,
agents and other persons acting on behalf of or at the request of the
Registrant.  The Maryland General Corporation Law ("MGCL") permits a corporation
to indemnify its directors, officers and certain other parties against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service to or at the request of the corporation, unless
it is established that the act or omission of the indemnified party was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or was the result of active and deliberate dishonesty, (ii) the indemnified
party actually received an improper personal benefit or (iii) in the case of any
criminal proceeding, the indemnified party had reasonable cause to believe that
the act or omission was
<PAGE>

unlawful.  Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; provided, however, that if the proceeding is
one by or in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation.  In addition, a director or officer may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer in which the director or officer was adjudged to be
liable on the basis that personal benefit was improperly received.  The
termination of any proceeding by conviction, or upon a plea of nolo contendere
or its equivalent, or an entry of any order of probation prior to judgment,
creates a rebuttable presumption that the director or officer did not meet the
requisite standard of conduct required for indemnification to be permitted.  It
is the position of the Commission that indemnification of directors and officers
for liabilities arising under the Securities Act of 1933 is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.

         The Agreement of Limited Partnership (the "Operating Partnership
Agreement") of Evans Withycombe Residential, L.P., a Delaware limited
partnership (the "Operating Partnership"), also provides for indemnification of
the Registrant, or any director or officer of the Registrant, in its capacity as
general partner of the Operating Partnership, from and against all losses,
claims, damages, liabilities, joint or several, expenses (including legal fees),
fines, settlements and other amounts incurred in connection with any actions
relating to the operations of the Operating Partnership as set forth in the
Operating Partnership Agreement.

         The Registrant has entered into indemnification agreements with each of
its executive officers and directors.  The indemnification agreements require,
among other things, that the Registrant indemnify its officers and directors to
the fullest extent permitted by the MGCL, and advance to the officers and
directors all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The Registrant must also
indemnify and advance all expenses incurred by officers and directors seeking to
enforce their rights under the indemnification agreements, and cover officers
and directors under the Registrant's directors and officers' liability
insurance.  Although the form of indemnification agreement offers substantially
the same scope of coverage afforded by provisions in the Charter and the Bylaws,
it provides greater assurance to directors and officers that indemnification
will be available, because, as a contract, it cannot be modified unilaterally in
the future by the Board of Directors or by the shareholders to eliminate the
rights it provides.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8. EXHIBITS.

     4.1  Non-Employee Directors Stock Plan of the Registrant.

     4.2  Articles of Amendment and Restatement of the Registrant (filed as an
          exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1994 and incorporated herein by reference).

     5.1  Opinion of Ballard Spahr Andrews & Ingersoll.

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit
          5.1).

     24   Power of Attorney (included on Signature Page).
<PAGE>

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Registrant 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;

               (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 required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or 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.

          (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 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 the 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 Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies 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 Scottsdale, State of Arizona, on the 31st day of
March, 1997.

                                        By:  /s/ Stephen O. Evans
                                           -------------------------------------
                                             Stephen O. Evans
                                             Chairman of the Board and Chief
                                              Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen O. Evans, Richard G. Berry and
Paul R. Fannin, and each of them, as his true and lawful attorneys-in-fact and
agents, with full powers 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 full powers 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 their substitutes may lawfully do or cause to be done by virtue
hereof.

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


     Signature                       Title                            Date
     ---------                       -----                            ----
/s/ Stephen O. Evans
------------------------    Chairman of the Board of Directors    March 31, 1997
    Stephen O. Evans          and Chief Executive Officer
                             (Principal Executive Officer)
/s/ Paul R. Fannin
------------------------    Senior Vice President and Chief       March 31, 1997
    Paul R. Fannin            Financial Officer, Secretary
                              and Treasurer (Principal
                              Financial and Accounting Officer)
/s/ Richard G. Berry
------------------------    President, Chief Operating Officer    March 31, 1997
    Richard G. Berry          and Director

/s/ F. Keith Withycombe
------------------------    Director                              March 31, 1997
    F. Keith Withycombe


------------------------    Director                              April   , 1997
    Joseph F. Azrack

/s/ G. Peter Bidstrup
------------------------    Director                              April 23, 1997
    G. Peter Bidstrup

------------------------    Director                              April   , 1997
    Joseph W. O'Connor
<PAGE>

------------------------    Director                              April   , 1997
    John O. Theobald
<PAGE>

                                  EXHIBIT INDEX
   Exhibit
    Number          Description
    ------          -----------

     4.1       Non-Employee Directors Stock Plan of the Registrant.

     4.2       Articles of Amendment and Restatement of the Registrant (filed as
               an exhibit to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1994 and incorporated herein by
               reference).

     5.1       Opinion of Ballard Spahr Andrews & Ingersoll

     23.1      Consent of Ernst & Young LLP.

     23.2      Consent of Ballard Spahr Andrews & Ingersoll (contained in
               Exhibit 5.1)

     24        Power of Attorney (included on Signature Page).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18926}]
{"company-data": {"conformed-name": "EVANS WITHYCOMBE RESIDENTIAL INC", "cik": "0000925267", "assigned-sic": "6798", "irs-number": "860766008", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25793", "film-number": "97586745"}, "business-address": {"street1": "6991 E CAMELBACK RD", "street2": "STE A-200", "city": "SCOTTSDALE", "state": "AZ", "zip": "85251", "phone": "6028401040"}, "mail-address": {"street1": "SUITE A-200", "street2": "6991 EAST CAMELBACK ROAD SUITE A200", "city": "SCOTTSDALE", "state": "AZ", "zip": "85251"}}
As filed with the Securities and Exchange Commission on April 24, 1997
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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

                       EVANS WITHYCOMBE RESIDENTIAL, INC.
             (Exact name of registrant as specified in its charter)

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

               MARYLAND                                            86-0766008
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

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

                      6991 East Camelback Road, Suite A-200
                           Scottsdale, Arizona  85251
                                 (602) 840-1040
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

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

                        NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full title of the plan)

                             ----------------------
                                STEPHEN O. EVANS
                Chairman of the Board and Chief Executive Officer

                       EVANS WITHYCOMBE RESIDENTIAL, INC.
                      6991 East Camelback Road, Suite A-200
                           Scottsdale, Arizona  85251
                                 (602) 840-1040

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                 WITH A COPY TO:
                             KENNETH M. DORAN, ESQ.
                           Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                         Los Angeles, California  90071
                                 (213) 229-7000

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                             Proposed Maximum         Proposed Maximum           Amount of
Title of Securities        Amount to         Offering Price per            Aggregate           Registration
to be Registered         be Registered            Share (1)           Offering Price (1)          Fee (1)
--------------------------------------------------------------------------------------------------------------
Common Stock             100,000 shares           $20.0625               $2,006,250               $607.95
--------------------------------------------------------------------------------------------------------------
(1)  Price per share and aggregate offering price are estimated solely for the
     purpose of calculating the registration fee pursuant to Rule 457(h) on the
     basis of the average of the high and low prices of the Common Stock of
     Evans Withycombe Residential, Inc. as reported on the New York Stock
     Exchange on April 18, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by Evans Withycombe
Residential, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") are by this reference incorporated in and made a part of this
Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996, as amended;

          (b)  The Registrant's Current Report on Form 8-K, filed with the
               Commission on February 13, 1997; and

          (c)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A, File No.
               1-13256.

          All reports and other 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 date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of 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.

         The Registrant's Charter limits the liability of the Registrant's
directors and officers to the Registrant and its shareholders to the fullest
extent permitted from time to time by Maryland law.  Maryland law presently
permits the liability of directors and officers to a corporation or its
shareholders for money damages to be limited, except (i) to the extent that it
is proved that the director or officer actually received an improper benefit or
profit or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.  This provision
does not limit the ability of the Registrant or its shareholders to obtain other
relief, such as an injunction or rescission.

         The Registrant's Charter and Bylaws require the Registrant to indemnify
its directors and officers to the fullest extent permitted from time to time by
Maryland law.  The Charter also permits the Registrant to indemnify employees,
agents and other persons acting on behalf of or at the request of the
Registrant.  The Maryland General Corporation Law ("MGCL") permits a corporation
to indemnify its directors, officers and certain other parties against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service to or at the request of the corporation, unless
it is established that the act or omission of the indemnified party was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or was the result of active and deliberate dishonesty, (ii) the indemnified
party actually received an improper personal benefit or (iii) in the case of any
criminal proceeding, the indemnified party had reasonable cause to believe that
the act or omission was
unlawful.  Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; provided, however, that if the proceeding is
one by or in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation.  In addition, a director or officer may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer in which the director or officer was adjudged to be
liable on the basis that personal benefit was improperly received.  The
termination of any proceeding by conviction, or upon a plea of nolo contendere
or its equivalent, or an entry of any order of probation prior to judgment,
creates a rebuttable presumption that the director or officer did not meet the
requisite standard of conduct required for indemnification to be permitted.  It
is the position of the Commission that indemnification of directors and officers
for liabilities arising under the Securities Act of 1933 is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.

         The Agreement of Limited Partnership (the "Operating Partnership
Agreement") of Evans Withycombe Residential, L.P., a Delaware limited
partnership (the "Operating Partnership"), also provides for indemnification of
the Registrant, or any director or officer of the Registrant, in its capacity as
general partner of the Operating Partnership, from and against all losses,
claims, damages, liabilities, joint or several, expenses (including legal fees),
fines, settlements and other amounts incurred in connection with any actions
relating to the operations of the Operating Partnership as set forth in the
Operating Partnership Agreement.

         The Registrant has entered into indemnification agreements with each of
its executive officers and directors.  The indemnification agreements require,
among other things, that the Registrant indemnify its officers and directors to
the fullest extent permitted by the MGCL, and advance to the officers and
directors all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The Registrant must also
indemnify and advance all expenses incurred by officers and directors seeking to
enforce their rights under the indemnification agreements, and cover officers
and directors under the Registrant's directors and officers' liability
insurance.  Although the form of indemnification agreement offers substantially
the same scope of coverage afforded by provisions in the Charter and the Bylaws,
it provides greater assurance to directors and officers that indemnification
will be available, because, as a contract, it cannot be modified unilaterally in
the future by the Board of Directors or by the shareholders to eliminate the
rights it provides.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8. EXHIBITS.

     4.1  Non-Employee Directors Stock Plan of the Registrant.

     4.2  Articles of Amendment and Restatement of the Registrant (filed as an
          exhibit to the Registrant's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1994 and incorporated herein by reference).

     5.1  Opinion of Ballard Spahr Andrews & Ingersoll.

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit
          5.1).

     24   Power of Attorney (included on Signature Page).
ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Registrant 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;

               (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 required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or 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.

          (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 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 the 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 Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies 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 Scottsdale, State of Arizona, on the 31st day of
March, 1997.

                                        By:  /s/ Stephen O. Evans
                                           -------------------------------------
                                             Stephen O. Evans
                                             Chairman of the Board and Chief
                                              Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen O. Evans, Richard G. Berry and
Paul R. Fannin, and each of them, as his true and lawful attorneys-in-fact and
agents, with full powers 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 full powers 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 their substitutes may lawfully do or cause to be done by virtue
hereof.

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

     Signature                       Title                            Date
     ---------                       -----                            ----
/s/ Stephen O. Evans
------------------------    Chairman of the Board of Directors    March 31, 1997
    Stephen O. Evans          and Chief Executive Officer
                             (Principal Executive Officer)
/s/ Paul R. Fannin
------------------------    Senior Vice President and Chief       March 31, 1997
    Paul R. Fannin            Financial Officer, Secretary
                              and Treasurer (Principal
                              Financial and Accounting Officer)
/s/ Richard G. Berry
------------------------    President, Chief Operating Officer    March 31, 1997
    Richard G. Berry          and Director

/s/ F. Keith Withycombe
------------------------    Director                              March 31, 1997
    F. Keith Withycombe

------------------------    Director                              April   , 1997
    Joseph F. Azrack

/s/ G. Peter Bidstrup
------------------------    Director                              April 23, 1997
    G. Peter Bidstrup

------------------------    Director                              April   , 1997
    Joseph W. O'Connor
------------------------    Director                              April   , 1997
    John O. Theobald
EXHIBIT INDEX
   Exhibit
    Number          Description
    ------          -----------

     4.1       Non-Employee Directors Stock Plan of the Registrant.

     4.2       Articles of Amendment and Restatement of the Registrant (filed as
               an exhibit to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1994 and incorporated herein by
               reference).

     5.1       Opinion of Ballard Spahr Andrews & Ingersoll

     23.1      Consent of Ernst & Young LLP.

     23.2      Consent of Ballard Spahr Andrews & Ingersoll (contained in
               Exhibit 5.1)

     24        Power of Attorney (included on Signature Page).