<PAGE>

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ____________ , 1999

                                                      Registration No. _________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

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

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

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

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

                             9777 Mt. Pyramid Court
                           Englewood, Colorado 80112
                               ----------------
                    (Address of Principal Executive Offices)

                     Amended and Restated Stock Option Plan
                          Employee Stock Purchase Plan
                               ----------------
                            (Full Title of the Plan)

                              George A. Hallenbeck
                     President, Chief Executive Officer and
                             Chairman of the Board
                             Evolving Systems, Inc.
                             9777 Mt. Pyramid Court
                           Englewood, Colorado 80112
                                 (303) 802-1000
                               ----------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                              Rex R. O'Neal, Esq.
                               Cooley Godward LLP
                        2595 Canyon Boulevard, Suite 250
                         Boulder, Colorado 80302-6737
                                 (303) 546-4000

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                     PROPOSED MAXIMUM        PROPOSED MAXIMUM
 TITLE OF SECURITIES    AMOUNT TO BE REGISTERED     OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
 TO BE REGISTERED                                       SHARE (3)                 PRICE              REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                     <C>                     <C>
Common Stock (par            1,200,000(1)               $ 5.04                 $6,552,000               $1,822
 value $.001)                  100,000(2)
========================================================================================================================
</TABLE>


(1)  Increase in authorized number of shares underlying the Amended and Restated
     Stock Option Plan.

(2)  Increase in authorized number of shares underlying the Employee Stock
     Purchase Plan.

(3)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rules 457(c) and (h)(1) based upon the average
     of the high and low prices of the Registrant's Common Stock on
     June  , 1999, as reported on The Nasdaq Stock Market (National Market).

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

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

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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


     (a) The Registrant's Annual Report on Form 10-K (File No. 000-24081) for
the fiscal year ended December 31, 1998.

     (b) The Registrant's Form 8-K (File No. 000-24081), filed March 3, 1999,
relating to the adoption of a Rights Plan.

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

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

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

                           DESCRIPTION OF SECURITIES

     Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

                                       1.
<PAGE>

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

                      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                    EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION

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

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

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

4.4             Certificate of Designation of Series A Junior Participating
                Preferred Stock (incorporated by reference to Exhibit 99.3 to
                the Registrant's Form 8-K related to adoption of a Rights
                Plan (Registration No. 000-24081)).

5.1             Opinion of Cooley Godward LLP.

10.1            Amended and Restated Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Registration
                Statement on Form S-1 (Registration No. 333-43973).

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

23.1            Consent of PriceWaterhouseCoopers LLP.

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

24              Power of Attorney (included on page 4).

99.1            Officer's Certificate.

                                       2.
<PAGE>

                                  UNDERTAKINGS

     1.  The Registrant hereby undertakes:

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

             (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

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

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

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

         (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     2.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       3.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on the 30th day of
June, 1999.

                                    EVOLVING SYSTEMS, INC.


                                    By: /s/ George A. Hallenbeck
                                        -------------------------
                                     George A. Hallenbeck
                                     President, Chief Executive Officer and
                                     Chairman of the Board


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George A. Hallenbeck and Anita T.
Moseley, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
               SIGNATURE                                      TITLE                           DATE
<S>                                       <C>                                             <C>
/s/ George A. Hallenbeck                  President, Chief Executive Officer and              June 30, 1999
----------------------------------------  Chairman of the Board (Principal Executive
George A. Hallenbeck                      Officer)

/s/ David R. Johnson                      Senior Vice President of Finance, Chief             June 30, 1999
----------------------------------------  Financial Officer and Treasurer (Principal
David R. Johnson                          Financial and Accounting Officer)

/s/ Donald R. Dixon                       Director                                            June 30, 1999
----------------------------------------
Donald R. Dixon

/s/ Harry B. Fair                         Director                                            June 28, 1999
----------------------------------------
Harry B. Fair

/s/ Robert J. Loarie                      Director                                            June 28, 1999
----------------------------------------
Robert J. Loarie

/s/ David J. Molny                        Director                                            June 30, 1999
----------------------------------------
David J. Molny
</TABLE>

                                       4.
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION

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

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

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

4.4             Certificate of Designation of Series A Junior Participating
                Preferred Stock (incorporated by reference to Exhibit 99.3 to
                the Registrant's Form 8-K related to adoption of a Rights
                Plan (Registration No. 000-24081)).

5.1             Opinion of Cooley Godward LLP.

10.1            Amended and Restated Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Registration
                Statement on Form S-1 (Registration No. 333-43973).

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

23.1            Consent of PriceWaterhouseCoopers LLP.

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

24              Power of Attorney (included on page 4).

99.1            Officer's Certificate.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18219}]
{"company-data": {"conformed-name": "EVOLVING SYSTEMS INC", "cik": "0001052054", "assigned-sic": "7371", "irs-number": "841010843", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82473", "film-number": "99660901"}, "business-address": {"street1": "9777 MT PYRAMID COURT", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3038021000"}, "mail-address": {"street1": "9777 MT PYRAMID COURT", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ____________ , 1999

                                                      Registration No. _________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

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

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

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

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

                             9777 Mt. Pyramid Court
                           Englewood, Colorado 80112
                               ----------------
                    (Address of Principal Executive Offices)

                     Amended and Restated Stock Option Plan
                          Employee Stock Purchase Plan
                               ----------------
                            (Full Title of the Plan)

                              George A. Hallenbeck
                     President, Chief Executive Officer and
                             Chairman of the Board
                             Evolving Systems, Inc.
                             9777 Mt. Pyramid Court
                           Englewood, Colorado 80112
                                 (303) 802-1000
                               ----------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                              Rex R. O'Neal, Esq.
                               Cooley Godward LLP
                        2595 Canyon Boulevard, Suite 250
                         Boulder, Colorado 80302-6737
                                 (303) 546-4000

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

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM        PROPOSED MAXIMUM
 TITLE OF SECURITIES    AMOUNT TO BE REGISTERED     OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
 TO BE REGISTERED                                       SHARE (3)                 PRICE              REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Common Stock (par            1,200,000(1)               $ 5.04                 $6,552,000               $1,822
 value $.001)                  100,000(2)
========================================================================================================================
(1)  Increase in authorized number of shares underlying the Amended and Restated
     Stock Option Plan.

(2)  Increase in authorized number of shares underlying the Employee Stock
     Purchase Plan.

(3)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rules 457(c) and (h)(1) based upon the average
     of the high and low prices of the Registrant's Common Stock on
     June  , 1999, as reported on The Nasdaq Stock Market (National Market).

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

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

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

     (a) The Registrant's Annual Report on Form 10-K (File No. 000-24081) for
the fiscal year ended December 31, 1998.

     (b) The Registrant's Form 8-K (File No. 000-24081), filed March 3, 1999,
relating to the adoption of a Rights Plan.

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

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

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

                           DESCRIPTION OF SECURITIES

     Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

                                       1.
The Registrant has entered into indemnification agreements with each of its
directors and executive officers under which the Registrant has agreed to
indemnify each of them against expenses and losses incurred for claims brought
against them by reason of their being a director or executive officer of the
Registrant, and the Registrant maintains directors' and officers' liability
insurance.

                      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                    EXHIBITS

EXHIBIT
NUMBER          DESCRIPTION

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

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

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

4.4             Certificate of Designation of Series A Junior Participating
                Preferred Stock (incorporated by reference to Exhibit 99.3 to
                the Registrant's Form 8-K related to adoption of a Rights
                Plan (Registration No. 000-24081)).

5.1             Opinion of Cooley Godward LLP.

10.1            Amended and Restated Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Registration
                Statement on Form S-1 (Registration No. 333-43973).

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

23.1            Consent of PriceWaterhouseCoopers LLP.

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

24              Power of Attorney (included on page 4).

99.1            Officer's Certificate.

                                       2.
UNDERTAKINGS

     1.  The Registrant hereby undertakes:

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

             (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

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

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

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

         (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     2.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       3.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on the 30th day of
June, 1999.

                                    EVOLVING SYSTEMS, INC.

                                    By: /s/ George A. Hallenbeck
                                        -------------------------
                                     George A. Hallenbeck
                                     President, Chief Executive Officer and
                                     Chairman of the Board

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George A. Hallenbeck and Anita T.
Moseley, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                      TITLE                           DATE
/s/ George A. Hallenbeck                  President, Chief Executive Officer and              June 30, 1999
----------------------------------------  Chairman of the Board (Principal Executive
George A. Hallenbeck                      Officer)

/s/ David R. Johnson                      Senior Vice President of Finance, Chief             June 30, 1999
----------------------------------------  Financial Officer and Treasurer (Principal
David R. Johnson                          Financial and Accounting Officer)

/s/ Donald R. Dixon                       Director                                            June 30, 1999
----------------------------------------
Donald R. Dixon

/s/ Harry B. Fair                         Director                                            June 28, 1999
----------------------------------------
Harry B. Fair

/s/ Robert J. Loarie                      Director                                            June 28, 1999
----------------------------------------
Robert J. Loarie

/s/ David J. Molny                        Director                                            June 30, 1999
----------------------------------------
David J. Molny
4.
EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION

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

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

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

4.4             Certificate of Designation of Series A Junior Participating
                Preferred Stock (incorporated by reference to Exhibit 99.3 to
                the Registrant's Form 8-K related to adoption of a Rights
                Plan (Registration No. 000-24081)).

5.1             Opinion of Cooley Godward LLP.

10.1            Amended and Restated Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Registration
                Statement on Form S-1 (Registration No. 333-43973).

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

23.1            Consent of PriceWaterhouseCoopers LLP.

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

24              Power of Attorney (included on page 4).

99.1            Officer's Certificate.