As filed with the Securities and Exchange
Commission on December 8, 1999                            Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               FREESHOP.COM, INC.
             (Exact name of Registrant as specified in its charter)

        Washington                                      91-1809146
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
                     Address of Principal Executive Offices
                                 (206) 441-9100
              (Registrant's Telephone Number, Including Area Code)

                             1997 Stock Option Plan
                            (Full Title of the Plan)

                                  John A. Wade
                               FreeShop.com, Inc.
                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
                     (Name and Address of Agent For Service)
                                 (206) 441-9100
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE


<TABLE>

=================================================================================================================================
                                                                Proposed Maximum        Proposed Maximum
     Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
 Securities to be Registered (1)        be Registered                 Share                   Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>                        <C>                    <C>                      <C>
Common Shares subject to                990,390 shares             $1.8464 (2)            $1,828,642.69            $482.76
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to           1,278,493 shares            $13.0625(3)           $16,700,413.81           $4,408.91
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Total                                  2,268,883 shares                                  $18,529,056.50           $4,891.67
=================================================================================================================================
</TABLE>

(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     1997 Stock Option Plan, as amended.
(2)  Based on the average exercise price of options granted under the 1997 Stock
     Option Plan  outstanding as of the date of the filing of this  registration
     statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in  accordance  with rule 457(c) and (h) based on the average of
     the high and low  prices for shares of the  registrant's  common  shares on
     December  2,  1999,  as quoted by the  Nasdaq  National  Market,  which was
     $13.0625 per share.



              Page 1 of __ pages. Exhibit Index begins at page __.

--------------------------------------------------------------------------------
================================================================================

<PAGE>

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed with the  Commission,  are
incorporated herein by reference:

     1.   The  Registrant's  prospectus  filed pursuant to Rule 424(b) under the
          Securities Act of 1933 dated September 27, 1999.

     2.   The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          September 30, 1999.

     3.   The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Commission on August 16, 1999 under Section 12(g) of the Exchange Act,
          including  any  amendment  or report filed for the purpose of updating
          such description.

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

Item 4.   Description of Securities.

Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

None.

Item 6.   Indemnification of Directors and Officers.

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  (the  "Washington  Act")  authorize  a court  to  award,  or a
corporation's  board of directors  to grant,  indemnification  to directors  and
officers on terms  sufficiently  broad to permit  indemnification  under certain
circumstances  for  liabilities  arising  under the  Securities  Act of 1933, as
amended (the "Securities Act"). Article 6 of the registrant's Second Amended and
Restated  Articles of Incorporation  and Article IX of the registrant's  Amended
and Restated Bylaws together  provide for  indemnification  of the  registrant's
directors,  officers,  employees and agents to the maximum  extent  permitted by
Washington  law. The registrant has entered into  agreements  with its directors
and  officers  arising  out of  their  service  as  officers  and  director,  as
applicable,  and has  agreed to advance  expenses  to defend  claims  subject to
indemnification.  The  directors  and  officers  of the  registrant  also may be
indemnified  against  liability  they may incur  for  serving  in that  capacity
pursuant to a liability  insurance policy  maintained by the registrant for such
purpose.

     Section  23B.08.320 of the Washington Act authorizes a corporation to limit
a  director's  liability to the  corporation  or its  shareholders  for monetary
damages for acts or  omissions  as a director,  except in certain  circumstances
involving  intentional  misconduct,  self-dealing or illegal  corporate loans or
distributions,  or any transaction from which the director personally receives a
benefit in money,  property  or  services  to which the  director is not legally
entitled.  Article 6 of the  registrant's  Articles  of  Incorporation  contains
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.

     Insofar  as  indemnification   for  liabilities   arising  under  the  U.S.
Securities Act may be permitted for directors,  officers or persons  controlling
the  Registrant  pursuant to the foregoing  provisions,  the Registrant has been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

Not Applicable.



                                      II-1
<PAGE>

Item 8.   Exhibits.

Exhibit Number      Exhibit
--------------      -------

  4.1*              1997 Stock Option Plan, as amended
  5.1               Opinion of Dorsey & Whitney LLP
 23.1               Consent of PricewaterhouseCoopers LLP, independent
                      accountants
 23.4               Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 24.1               Powers of Attorney (included on the signature pages)
--------------------
*    Incorporated by reference to Exhibit 10.2 to the Registrant's  Registration
     Statement on Form S-1 (333-81151)

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
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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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
registration statement is on Form S-3, Form S-8, or Form F-3 and 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  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

          (2) That for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at 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 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.

     (h) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing provisions, or otherwise, the registrant



                                      II-2
<PAGE>

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

















                                      II-3

<PAGE>

                                   SIGNATURES


     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration  statement  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Seattle,  Washington, on November 3,
1999.

                                  FREESHOP.COM, INC.
                                  (Registrant)



                                  By: /s/ Timothy C. Choate
                                      ------------------------------------------
                                      Timothy C. Choate
                                      Chariman, President and Chief Executive
                                        Officer


                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Timothy C. Choate and John A. Wade, and each of
them,  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  to this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents  and each of  them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents of them or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

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


/s/ Timothy C. Choate           Chairman, President and         November 2, 1999
----------------------------    Chief Executive Officer
Timothy C. Choate


/s/ John A. Wade                Secretary, Vice President,     November 2, 1999
----------------------------    Finance and Chief Financial
John A. Wade                    Officer


/s/ John P. Ballantine          Director                       November 2, 1999
----------------------------
John P. Ballantine


/s/ Kirk M. Loevner             Director                       November 2, 1999
----------------------------
Kirk M. Loevner





<PAGE>


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


/s/ John B. Balousek            Director                       November 2, 1999
----------------------------
John B. Balousek


/s/ William J. Lansing          Director                       November 2, 1999
----------------------------
William J. Lansing














<PAGE>


                                  EXHIBIT INDEX

Exhibit
 Number           Exhibit                                                 Page
 ------           -------                                                 ----

  4.1*            1997 Stock Option Plan, as amended
  5.1             Opinion of Dorsey & Whitney LLP
 23.1             Consent of PricewaterhouseCoopers LLP,
                    independent accountants
 23.4             Consent of Dorsey & Whitney LLP (Included
                    in Exhibit 5.1)
 24.1             Powers of Attorney (included on the
                    signature pages)

---------------------
*    Incorporated by reference to Exhibit 10.2 to the Registrant's  Registration
     Statement on Form S-1 (333-81151)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17116}]
{"company-data": {"conformed-name": "FREESHOP COM INC", "cik": "0001087277", "assigned-sic": "7389", "irs-number": "911809146", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92379", "film-number": "99771041"}, "business-address": {"street1": "95 SOUTH JACKSON", "street2": "STE 300", "city": "SEATTLE", "state": "WA", "zip": "98104", "phone": "2064419100"}, "mail-address": {"street1": "95 SOUTH JACKSON", "street2": "STE 300", "city": "SEATTLE", "state": "WA", "zip": "98104"}}
As filed with the Securities and Exchange
Commission on December 8, 1999                            Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               FREESHOP.COM, INC.
             (Exact name of Registrant as specified in its charter)

        Washington                                      91-1809146
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
                     Address of Principal Executive Offices
                                 (206) 441-9100
              (Registrant's Telephone Number, Including Area Code)

                             1997 Stock Option Plan
                            (Full Title of the Plan)

                                  John A. Wade
                               FreeShop.com, Inc.
                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
                     (Name and Address of Agent For Service)
                                 (206) 441-9100
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

=================================================================================================================================
                                                                Proposed Maximum        Proposed Maximum
     Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
 Securities to be Registered (1)        be Registered                 Share                   Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to                990,390 shares             $1.8464 (2)            $1,828,642.69            $482.76
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to           1,278,493 shares            $13.0625(3)           $16,700,413.81           $4,408.91
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
Total                                  2,268,883 shares                                  $18,529,056.50           $4,891.67
=================================================================================================================================
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     1997 Stock Option Plan, as amended.
(2)  Based on the average exercise price of options granted under the 1997 Stock
     Option Plan  outstanding as of the date of the filing of this  registration
     statement.
(3)  The proposed maximum offering price per share and the registration fee were
     calculated in  accordance  with rule 457(c) and (h) based on the average of
     the high and low  prices for shares of the  registrant's  common  shares on
     December  2,  1999,  as quoted by the  Nasdaq  National  Market,  which was
     $13.0625 per share.

              Page 1 of __ pages. Exhibit Index begins at page __.

--------------------------------------------------------------------------------
================================================================================
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed with the  Commission,  are
incorporated herein by reference:

     1.   The  Registrant's  prospectus  filed pursuant to Rule 424(b) under the
          Securities Act of 1933 dated September 27, 1999.

     2.   The  Registrant's  Quarterly  Report on Form 10-Q for the period ended
          September 30, 1999.

     3.   The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Commission on August 16, 1999 under Section 12(g) of the Exchange Act,
          including  any  amendment  or report filed for the purpose of updating
          such description.

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

Item 4.   Description of Securities.

Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

None.

Item 6.   Indemnification of Directors and Officers.

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  (the  "Washington  Act")  authorize  a court  to  award,  or a
corporation's  board of directors  to grant,  indemnification  to directors  and
officers on terms  sufficiently  broad to permit  indemnification  under certain
circumstances  for  liabilities  arising  under the  Securities  Act of 1933, as
amended (the "Securities Act"). Article 6 of the registrant's Second Amended and
Restated  Articles of Incorporation  and Article IX of the registrant's  Amended
and Restated Bylaws together  provide for  indemnification  of the  registrant's
directors,  officers,  employees and agents to the maximum  extent  permitted by
Washington  law. The registrant has entered into  agreements  with its directors
and  officers  arising  out of  their  service  as  officers  and  director,  as
applicable,  and has  agreed to advance  expenses  to defend  claims  subject to
indemnification.  The  directors  and  officers  of the  registrant  also may be
indemnified  against  liability  they may incur  for  serving  in that  capacity
pursuant to a liability  insurance policy  maintained by the registrant for such
purpose.

     Section  23B.08.320 of the Washington Act authorizes a corporation to limit
a  director's  liability to the  corporation  or its  shareholders  for monetary
damages for acts or  omissions  as a director,  except in certain  circumstances
involving  intentional  misconduct,  self-dealing or illegal  corporate loans or
distributions,  or any transaction from which the director personally receives a
benefit in money,  property  or  services  to which the  director is not legally
entitled.  Article 6 of the  registrant's  Articles  of  Incorporation  contains
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.

     Insofar  as  indemnification   for  liabilities   arising  under  the  U.S.
Securities Act may be permitted for directors,  officers or persons  controlling
the  Registrant  pursuant to the foregoing  provisions,  the Registrant has been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

Not Applicable.

                                      II-1
Item 8.   Exhibits.

Exhibit Number      Exhibit
--------------      -------

  4.1*              1997 Stock Option Plan, as amended
  5.1               Opinion of Dorsey & Whitney LLP
 23.1               Consent of PricewaterhouseCoopers LLP, independent
                      accountants
 23.4               Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 24.1               Powers of Attorney (included on the signature pages)
--------------------
*    Incorporated by reference to Exhibit 10.2 to the Registrant's  Registration
     Statement on Form S-1 (333-81151)

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
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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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
registration statement is on Form S-3, Form S-8, or Form F-3 and 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  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

          (2) That for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at 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 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.

     (h) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing provisions, or otherwise, the registrant

                                      II-2
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration  statement  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Seattle,  Washington, on November 3,
1999.

                                  FREESHOP.COM, INC.
                                  (Registrant)

                                  By: /s/ Timothy C. Choate
                                      ------------------------------------------
                                      Timothy C. Choate
                                      Chariman, President and Chief Executive
                                        Officer

                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Timothy C. Choate and John A. Wade, and each of
them,  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  to this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents  and each of  them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents of them or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

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

/s/ Timothy C. Choate           Chairman, President and         November 2, 1999
----------------------------    Chief Executive Officer
Timothy C. Choate

/s/ John A. Wade                Secretary, Vice President,     November 2, 1999
----------------------------    Finance and Chief Financial
John A. Wade                    Officer

/s/ John P. Ballantine          Director                       November 2, 1999
----------------------------
John P. Ballantine

/s/ Kirk M. Loevner             Director                       November 2, 1999
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Kirk M. Loevner
Signature                       Title                           Date
---------                       -----                           ----

/s/ John B. Balousek            Director                       November 2, 1999
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John B. Balousek

/s/ William J. Lansing          Director                       November 2, 1999
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William J. Lansing
EXHIBIT INDEX

Exhibit
 Number           Exhibit                                                 Page
 ------           -------                                                 ----

  4.1*            1997 Stock Option Plan, as amended
  5.1             Opinion of Dorsey & Whitney LLP
 23.1             Consent of PricewaterhouseCoopers LLP,
                    independent accountants
 23.4             Consent of Dorsey & Whitney LLP (Included
                    in Exhibit 5.1)
 24.1             Powers of Attorney (included on the
                    signature pages)

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*    Incorporated by reference to Exhibit 10.2 to the Registrant's  Registration
     Statement on Form S-1 (333-81151)