As filed with the Securities and Exchange Commission on March 31, 1998 
                                                       Registration No. 333-____
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    02-0401674
  -------------------------------                   ----------------
  (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                 Identification Number)

                        163-03 HORACE HARDING EXPRESSWAY
                            FLUSHING, NEW YORK 11365
                    (Address of Principal Executive Offices)
                                 ---------------
                             FREDERICK C. VEIT, ESQ.
                             COMPENSATION AGREEMENT
                            (Full Title of the Plan)
                                  HENRY DUBBIN
                                    PRESIDENT
                         OAK TREE MEDICAL SYSTEMS, INC.
                        163-03 HORACE HARDING EXPRESSWAY
                            FLUSHING, NEW YORK 11365
                     (Name and Address of Agent for Service)

                                 (718) 460-8400
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   COPIES TO:

                             Frederick C. Veit, Esq.
                                21 Gordon Avenue
                        Briarcliff Manor, New York 10510
                                 (914) 762-8824

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================
                                                  Proposed              Proposed     
                                                  Maximum               Maximum
Title of                                          Offering              Aggregate          Amount of
Securities to be          Amount to be            Price Per             Offering           Registration
Registered                Registered              Share(1)              Price              Fee
--------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                   <C>                <C>  
Common Stock              17,500 shares           $1.75                 $30,625            $9.28
(par value $.01
per share)
========================================================================================================
</TABLE>

(1)  Estimated,  in  accordance  with Rule  457(h),  solely  for the  purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  exercise  price of the common stock  options  issued
     under the Frederick C. Veit, Esq. Compensation Agreement.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The Registrant  hereby  incorporates by reference in this Registration
Statement the following documents:

          (a) The Registrant's  Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1997.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

          (c)  The  Registrant's  Registration  Statement  on  Form  8-A,  filed
pursuant to Section  12(g) of the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act"),  which  contains  a  description  of the  Common  Stock,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement 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
documents.

Item 4. Description of Securities.

          Not applicable.

Item 5. Interest of Named Experts and Counsel.

          The  legality  of the  issuance of the shares has been passed upon for
the Registrant by Frederick C. Veit, Esq.  ("Veit").  The Plan is a compensation
arrangement  with Veit, which is outside counsel to the Registrant and which may
receive up to 17,500 shares of common stock,  par value $0.01 per share,  of the
Registrant under the Plan.

Item 6. Indemnification of Directors and Officers.

          Reference  is  made  to  Section  102(b)(7)  of the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Certificate of  Incorporation  contains  provisions
permitted by Section 102(b)(7) of the DGCL.

          Reference  is made to Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by such person in connection


                                      -2-
<PAGE>

with such action, suit or proceeding,  provided such director, officer, employee
or agent acted in good faith and in a manner he reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceedings,  had no  reasonable  cause to believe that his
conduct was unlawful.  A Delaware  corporation  may indemnify  directors  and/or
officers  in an action or suit by or in the right of the  corporation  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged to be liable to the corporation.
Where a director  or officer is  successful  on the merits or  otherwise  in the
defense of any action referred to above,  the corporation  must indemnify him or
her against the expenses which such director or officer  actually and reasonably
incurred.

          The Registrant's  Certificate of Incorporation and By-laws provide for
the  indemnification  of directors and officers of the Registrant to the fullest
extent permitted by the DGCL.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits.

        Exhibit Number   Description
        --------------   -----------

             3.1         Certificate  of  Incorporation  of the  Registrant,  as
                         amended  (incorporated  by  reference  to  Registrant's
                         Registration  Statement on Form S-18,  dated August 20,
                         1986, File No. 33-8166B).

             3.2         Amendments  to  Certificate  of  Incorporation,   dated
                         August 1, 1994  (incorporated  by  reference to Exhibit
                         3.2 of the  Registrant's  Annual  Report on Form 10-KSB
                         for the fiscal year ended May 31, 1995).

             3.3         By-laws of the Registrant (incorporated by reference to
                         Registrant's Registration Statement on Form S-18, dated
                         August 20, 1986, Registration No. 33-8166B).

             5           Opinion of Frederick C. Veit, Esq.  regarding  legality
                         of securities being registered (including consent).

             23.1        Consent of Independent Auditors.

             23.2        Consent of Frederick C. Veit,  Esq. (see Exhibit Number
                         5 above).

Item 9. Undertakings.

          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 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.

          (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 the time shall be deemed to be the initial bona
fide offering thereof.


                                      -3-
<PAGE>

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

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  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.

          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  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.


                                      -4-
<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 31st day of
March, 1998.

                                                OAK TREE MEDICAL SYSTEMS, INC.



                                                By:  /s/   HENRY DUBBIN
                                                   ---------------------------
                                                     Name:  Henry Dubbin
                                                     Title:  President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed by the  following  persons on March 31,
1998 in the capacities indicated.

         Signature                   Title(s)


         /s/ HENRY DUBBIN            President and Director
--------------------------------     (Principal Executive, Financial and 
             Henry Dubbin            Accounting Officer)


         /s/ FRED SINGER             Director
--------------------------------
             Fred Singer


                                      -5-
<PAGE>

                                  EXHIBIT INDEX


               Exhibit Number           Description
               --------------           -----------

                    3.1                 Certificate  of   Incorporation  of  the
                                        Registrant,  as amended (incorporated by
                                        reference to  Registrant's  Registration
                                        Statement on Form S-18, dated August 20,
                                        1986, File No. 33-8166B).

                    3.2                 Amendments     to     Certificate     of
                                        Incorporation,   dated  August  1,  1994
                                        (incorporated  by  reference  to Exhibit
                                        3.2 of the Registrant's Annual Report on
                                        Form  10-KSB for the  fiscal  year ended
                                        May 31, 1995).

                    3.3                 By-laws of the Registrant  (incorporated
                                        by     reference     to     Registrant's
                                        Registration  Statement  on  Form S- 18,
                                        dated August 20, 1986,  Registration No.
                                        33- 8166B).

                    5                   Opinion  of  Frederick  C.  Veit,   Esq.
                                        regarding  legality of securities  being
                                        registered (including consent).

                    23.1                Consent of Independent Auditors.

                    23.2                Consent of Frederick C. Veit,  Esq. (see
                                        Exhibit Number 5 above).


                                      -6-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16036}]
{"company-data": {"conformed-name": "OAK TREE MEDICAL SYSTEMS INC", "cik": "0000799426", "assigned-sic": "8000", "irs-number": "020401674", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49125", "film-number": "98585695"}, "business-address": {"street1": "163-03 HORACE HARDING EXPRESSWY", "city": "FLUSHING", "state": "NY", "zip": "11365", "phone": "7184608400"}, "mail-address": {"street1": "16504 STONEHAVE RD", "city": "MIAMI LAKES", "state": "FL", "zip": "33014"}, "former-company": {"former-conformed-name": "OAK TREE CONSTRUCTION COMPUTERS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on March 31, 1998 
                                                       Registration No. 333-____
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                         OAK TREE MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    02-0401674
  -------------------------------                   ----------------
  (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                 Identification Number)

                        163-03 HORACE HARDING EXPRESSWAY
                            FLUSHING, NEW YORK 11365
                    (Address of Principal Executive Offices)
                                 ---------------
                             FREDERICK C. VEIT, ESQ.
                             COMPENSATION AGREEMENT
                            (Full Title of the Plan)
                                  HENRY DUBBIN
                                    PRESIDENT
                         OAK TREE MEDICAL SYSTEMS, INC.
                        163-03 HORACE HARDING EXPRESSWAY
                            FLUSHING, NEW YORK 11365
                     (Name and Address of Agent for Service)

                                 (718) 460-8400
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   COPIES TO:

                             Frederick C. Veit, Esq.
                                21 Gordon Avenue
                        Briarcliff Manor, New York 10510
                                 (914) 762-8824

                         CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                  Proposed              Proposed     
                                                  Maximum               Maximum
Title of                                          Offering              Aggregate          Amount of
Securities to be          Amount to be            Price Per             Offering           Registration
Registered                Registered              Share(1)              Price              Fee
--------------------------------------------------------------------------------------------------------
Common Stock              17,500 shares           $1.75                 $30,625            $9.28
(par value $.01
per share)
========================================================================================================
(1)  Estimated,  in  accordance  with Rule  457(h),  solely  for the  purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  exercise  price of the common stock  options  issued
     under the Frederick C. Veit, Esq. Compensation Agreement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The Registrant  hereby  incorporates by reference in this Registration
Statement the following documents:

          (a) The Registrant's  Annual Report on Form 10-KSB for the fiscal year
ended May 31, 1997.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (a) above.

          (c)  The  Registrant's  Registration  Statement  on  Form  8-A,  filed
pursuant to Section  12(g) of the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act"),  which  contains  a  description  of the  Common  Stock,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this Registration  Statement 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
documents.

Item 4. Description of Securities.

          Not applicable.

Item 5. Interest of Named Experts and Counsel.

          The  legality  of the  issuance of the shares has been passed upon for
the Registrant by Frederick C. Veit, Esq.  ("Veit").  The Plan is a compensation
arrangement  with Veit, which is outside counsel to the Registrant and which may
receive up to 17,500 shares of common stock,  par value $0.01 per share,  of the
Registrant under the Plan.

Item 6. Indemnification of Directors and Officers.

          Reference  is  made  to  Section  102(b)(7)  of the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Certificate of  Incorporation  contains  provisions
permitted by Section 102(b)(7) of the DGCL.

          Reference  is made to Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by such person in connection

                                      -2-
with such action, suit or proceeding,  provided such director, officer, employee
or agent acted in good faith and in a manner he reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceedings,  had no  reasonable  cause to believe that his
conduct was unlawful.  A Delaware  corporation  may indemnify  directors  and/or
officers  in an action or suit by or in the right of the  corporation  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged to be liable to the corporation.
Where a director  or officer is  successful  on the merits or  otherwise  in the
defense of any action referred to above,  the corporation  must indemnify him or
her against the expenses which such director or officer  actually and reasonably
incurred.

          The Registrant's  Certificate of Incorporation and By-laws provide for
the  indemnification  of directors and officers of the Registrant to the fullest
extent permitted by the DGCL.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits.

        Exhibit Number   Description
        --------------   -----------

             3.1         Certificate  of  Incorporation  of the  Registrant,  as
                         amended  (incorporated  by  reference  to  Registrant's
                         Registration  Statement on Form S-18,  dated August 20,
                         1986, File No. 33-8166B).

             3.2         Amendments  to  Certificate  of  Incorporation,   dated
                         August 1, 1994  (incorporated  by  reference to Exhibit
                         3.2 of the  Registrant's  Annual  Report on Form 10-KSB
                         for the fiscal year ended May 31, 1995).

             3.3         By-laws of the Registrant (incorporated by reference to
                         Registrant's Registration Statement on Form S-18, dated
                         August 20, 1986, Registration No. 33-8166B).

             5           Opinion of Frederick C. Veit, Esq.  regarding  legality
                         of securities being registered (including consent).

             23.1        Consent of Independent Auditors.

             23.2        Consent of Frederick C. Veit,  Esq. (see Exhibit Number
                         5 above).

Item 9. Undertakings.

          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 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.

          (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 the time shall be deemed to be the initial bona
fide offering thereof.

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

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  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.

          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  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.

                                      -4-
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 31st day of
March, 1998.

                                                OAK TREE MEDICAL SYSTEMS, INC.

                                                By:  /s/   HENRY DUBBIN
                                                   ---------------------------
                                                     Name:  Henry Dubbin
                                                     Title:  President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed by the  following  persons on March 31,
1998 in the capacities indicated.

         Signature                   Title(s)

         /s/ HENRY DUBBIN            President and Director
--------------------------------     (Principal Executive, Financial and 
             Henry Dubbin            Accounting Officer)

         /s/ FRED SINGER             Director
--------------------------------
             Fred Singer

                                      -5-
EXHIBIT INDEX

               Exhibit Number           Description
               --------------           -----------

                    3.1                 Certificate  of   Incorporation  of  the
                                        Registrant,  as amended (incorporated by
                                        reference to  Registrant's  Registration
                                        Statement on Form S-18, dated August 20,
                                        1986, File No. 33-8166B).

                    3.2                 Amendments     to     Certificate     of
                                        Incorporation,   dated  August  1,  1994
                                        (incorporated  by  reference  to Exhibit
                                        3.2 of the Registrant's Annual Report on
                                        Form  10-KSB for the  fiscal  year ended
                                        May 31, 1995).

                    3.3                 By-laws of the Registrant  (incorporated
                                        by     reference     to     Registrant's
                                        Registration  Statement  on  Form S- 18,
                                        dated August 20, 1986,  Registration No.
                                        33- 8166B).

                    5                   Opinion  of  Frederick  C.  Veit,   Esq.
                                        regarding  legality of securities  being
                                        registered (including consent).

                    23.1                Consent of Independent Auditors.

                    23.2                Consent of Frederick C. Veit,  Esq. (see
                                        Exhibit Number 5 above).

                                      -6-