Registration
                                                             No._________

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                         Maxwell Technologies, Inc.
            (Exact name of issuer as specified in its charter)

              Delaware                      95-2390133
      (State of Incorporation)      (I.R.S. Employer Identification No.)

                          9275 Sky Park Court
                     San Diego, California 92123
          (Address of Principal Executive Offices including Zip Code)

                         Maxwell Technologies, Inc.
                          1999 Stock Option Plan
                          (Full Title of Plan)

                            Donald M. Roberts
                             General Counsel
                         Maxwell Technologies, Inc.
                           9275 Sky Park Court,
                       San Diego, California 92123
                            (619) 279-5100

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


                     CALCULATION OF REGISTRATION FEE


 Title of                                                     Proposed
 Maximum                                      Proposed        Maximum
 Securities        Amount        Offering     Aggregate      Amount of
 to be              to be        Price Per    Offering      Registration
 Registered       Registered     Share (1)     Price            Fee
-------------   --------------   --------   ------------   -------------
Common Stock,
$0.10 Par
Value            294,030 shs.   $14.6875     $4,318,566      $1,140.10

(1) Determined solely for the purpose of computing the registration fee
    pursuant to Rule 457, based upon the average of the high and low price of
    the registrant's Common Stock reported on NASDAQ on July 13, 2000.



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference in the
registration statement:

        (a)  The registrant's latest annual report on Form 10-K
             or, if the financial statements therein are more
             current, the registrant's latest prospectus, other
             than the prospectus of which this document is a
             part, filed pursuant to Rule 424(b) of the
             Securities and Exchange Commission under the
             Securities Act of 1933.

        (b)  All other reports filed pursuant to Section 13(a) or
             15(d) of the Securities Exchange Act of 1934 since
             the end of the fiscal year covered by the annual
             report on Form 10-K or the prospectus referred to
             in (a) above;

        (c)  The description of the registrant's Common Stock
             which is contained in the registrant's registration
             statement filed under section 12 of the Securities
             Exchange Act of 1934, including any amendment
             or reports filed for the purpose of updating such
             descriptions.

     All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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.

Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is a Delaware corporation.  Article V of the
Company's Bylaws provides that the Company may indemnify its
officers and directors to the full extent permitted by law.  Section 145 of
the General Corporation Law of the State of Delaware (the "GCL")
provides that a Delaware corporation has the power to indemnify its
officers and directors in certain circumstances.

     Subsection (a) of Section 145 of the GCL empowers a
corporation to indemnify any director or officer, or former director or
officer, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding
provided that such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to
believe his or her conduct was unlawful.

     Subsection (b) of Section 145 of the GCL empowers a
corporation to indemnify any director or officer, or former director or
officer, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director
or officer acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as
to which such director or officer shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery
or the court in which such action was brought shall determine that
despite the adjudication of liability such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the court shall
deem proper.

     Section 145 of the GCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith; that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or her or incurred by him or
her in any such capacity or arising out of his or her status as such
whether or not the corporation would have the power to indemnify him
or her against such liabilities under Section 145.

     Article Seventeenth of the Company's Certificate of
Incorporation currently provides that each director shall not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper benefit.

     The Company has entered into indemnity agreements with
each of its directors.  The indemnity agreements generally indemnify
such persons against liabilities arising out of their service in their
capacities as directors, officers, employees or agents of the Company.
The Company may from time to time enter into indemnity agreements
with additional individuals who become officers and/or directors of the
Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5.1  Opinion of Donald M. Roberts, General Counsel of
Registrant.

         23.1 Consent of Ernst & Young LLP, independent auditors

         24.1 Powers of Attorney (included on signature page hereto)

Item 9.  Undertakings.

     In connection with this Registration Statement on Form S-8,
the registrant hereby makes the following 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 re-
                       quired by section 10(a)(3) of the
                       Securities Act of 1933;

                 (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 funda-
                       mental change in the information
                       set forth in the registration
                       statement; and

                (iii)  To include any material in-
                       formation 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 or Form
                       S-8, and the information required
                       to be included in a post-effective
                       amendment by those paragraphs
                       is contained in periodic reports
                       filed by the registrant pursuant to
                       section 13 or section 15(d) of the
                       Securities Exchange Act of 1934
                       that are incorporated by reference
                       in the registration statement.

             (2)  That, for the purpose of determining any
                  liability under the Securities Act of 1933,
                  each such post-effective amendment shall
                  be deemed to be a new registration
                  statement relating to the securities offered
                  therein, and the offering of such securities
                  at that time shall be deemed to be the
                  initial bona fide offering thereof.

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

        (b)  The undersigned registrant hereby undertakes
             that, for purposes of determining any liability
             under the Securities Act of 1933, each filing of the
             registrant's annual report pursuant to Section
             13(a) or Section 15(d) of the Securities Exchange
             Act of 1934 (and, where applicable, each filing of
             an employee benefit plan's annual report
             pursuant to Section 15(d) of the Securities
             Exchange Act of 1934) that is incorporated by
             reference in the registration statement shall be
             deemed to be a new registration statement
             relating to the securities offered herein, and the
             offering of such securities at that time shall be
             deemed to be the initial bona fide offering thereof.

        (e)  The undersigned registrant hereby undertakes to
             deliver or cause to be delivered with the
             prospectus, to each person to whom the
             prospectus is sent or given, the latest annual
             report to security holders that is incorporated by
             reference in the prospectus and furnished
             pursuant to and meeting the requirements of Rule
             14a-3 or Rule 14c-3 under the Securities Exchange
             Act of 1934; and, where interim financial
             information required to be presented by Article 3
             of Regulation S-X is not set forth in the
             prospectus, to deliver, or cause to be delivered to
             each person to whom the prospectus is sent or
             given, the latest quarterly report that is
             specifically incorporated by reference in the
             prospectus to provide such interim financial
             information.

        (h)  Insofar as indemnification for liabilities arising
             under the Securities Act of 1933 may be permitted
             to directors, officers and controlling persons of
             the registrant pursuant to the provisions
             described in Item 6, 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 Act and is, therefore, unenforce-
             able.  In the event that a claim for indemnification
             against such liabilities (other than the payment by
             the registrant of expenses incurred or paid by a
             director, officer or controlling person of the
             registrant in the successful defense of any action,
             suit or proceeding) is asserted by such director,
             officer or controlling person in connection with
             the securities being registered, the registrant will,
             unless in the opinion of its counsel the matter has
             been settled by controlling precedent, submit to a
             court of appropriate jurisdiction the question
             whether such indemnification by it is against
             public policy as expressed in the Act and will be
             governed by the final adjudication of such issue.


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 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on the 13th day of July, 2000.


                                        MAXWELL TECHNOLOGIES, INC.


                                        By: /s/ Carlton J. Eibl
                                            -------------------
                                        Carlton J. Eibl
                                        President and Chief Executive Officer



POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Carlton J. Eibl
and Vickie L. Capps, and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her 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 or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she 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 substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.


     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 dates indicated.

/s/ Kenneth F.  Potashner     Chairman of the Board, July 13, 2000
-------------------------
Kenneth F.  Potashner

/s/ Carlton J. Eibl           President, Chief Executive
-------------------           Officer and Director   July 13, 2000
Carlton J. Eibl

/s/ Vickie L. Capps           Vice President-        July 13, 2000
-------------------           Finance and Treasurer
Vickie L. Capps               (Principal Financial and
                              Accounting Officer)

/s/ Mark Rossi                Director               July 13, 2000
--------------
Mark Rossi

/s/ Jean Lavigne              Director               July 13, 2000
----------------
Jean Lavigne

/s/ Robert L. Guyett          Director               July 13, 2000
--------------------
Robert L. Guyett

/s/ Vickie L. Capps           Attorney-in-fact       July 13, 2000
-------------------
Vickie L. Capps



                         Index of Exhibits
                         -----------------



5.1   Opinion of Donald M. Roberts, General Counsel of Registrant.

23.1  Consent of Ernst & Young LLP, independent auditors.

24.1  Powers of Attorney (included on signature page hereto)
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Registration
                                                             No._________

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

                         Maxwell Technologies, Inc.
            (Exact name of issuer as specified in its charter)

              Delaware                      95-2390133
      (State of Incorporation)      (I.R.S. Employer Identification No.)

                          9275 Sky Park Court
                     San Diego, California 92123
          (Address of Principal Executive Offices including Zip Code)

                         Maxwell Technologies, Inc.
                          1999 Stock Option Plan
                          (Full Title of Plan)

                            Donald M. Roberts
                             General Counsel
                         Maxwell Technologies, Inc.
                           9275 Sky Park Court,
                       San Diego, California 92123
                            (619) 279-5100

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

                     CALCULATION OF REGISTRATION FEE

 Title of                                                     Proposed
 Maximum                                      Proposed        Maximum
 Securities        Amount        Offering     Aggregate      Amount of
 to be              to be        Price Per    Offering      Registration
 Registered       Registered     Share (1)     Price            Fee
-------------   --------------   --------   ------------   -------------
Common Stock,
$0.10 Par
Value            294,030 shs.   $14.6875     $4,318,566      $1,140.10

(1) Determined solely for the purpose of computing the registration fee
    pursuant to Rule 457, based upon the average of the high and low price of
    the registrant's Common Stock reported on NASDAQ on July 13, 2000.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference in the
registration statement:

        (a)  The registrant's latest annual report on Form 10-K
             or, if the financial statements therein are more
             current, the registrant's latest prospectus, other
             than the prospectus of which this document is a
             part, filed pursuant to Rule 424(b) of the
             Securities and Exchange Commission under the
             Securities Act of 1933.

        (b)  All other reports filed pursuant to Section 13(a) or
             15(d) of the Securities Exchange Act of 1934 since
             the end of the fiscal year covered by the annual
             report on Form 10-K or the prospectus referred to
             in (a) above;

        (c)  The description of the registrant's Common Stock
             which is contained in the registrant's registration
             statement filed under section 12 of the Securities
             Exchange Act of 1934, including any amendment
             or reports filed for the purpose of updating such
             descriptions.

     All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is a Delaware corporation.  Article V of the
Company's Bylaws provides that the Company may indemnify its
officers and directors to the full extent permitted by law.  Section 145 of
the General Corporation Law of the State of Delaware (the "GCL")
provides that a Delaware corporation has the power to indemnify its
officers and directors in certain circumstances.

     Subsection (a) of Section 145 of the GCL empowers a
corporation to indemnify any director or officer, or former director or
officer, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding
provided that such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to
believe his or her conduct was unlawful.

     Subsection (b) of Section 145 of the GCL empowers a
corporation to indemnify any director or officer, or former director or
officer, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director
or officer acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as
to which such director or officer shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery
or the court in which such action was brought shall determine that
despite the adjudication of liability such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the court shall
deem proper.

     Section 145 of the GCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith; that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or her or incurred by him or
her in any such capacity or arising out of his or her status as such
whether or not the corporation would have the power to indemnify him
or her against such liabilities under Section 145.

     Article Seventeenth of the Company's Certificate of
Incorporation currently provides that each director shall not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper benefit.

     The Company has entered into indemnity agreements with
each of its directors.  The indemnity agreements generally indemnify
such persons against liabilities arising out of their service in their
capacities as directors, officers, employees or agents of the Company.
The Company may from time to time enter into indemnity agreements
with additional individuals who become officers and/or directors of the
Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5.1  Opinion of Donald M. Roberts, General Counsel of
Registrant.

         23.1 Consent of Ernst & Young LLP, independent auditors

         24.1 Powers of Attorney (included on signature page hereto)

Item 9.  Undertakings.

     In connection with this Registration Statement on Form S-8,
the registrant hereby makes the following 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 re-
                       quired by section 10(a)(3) of the
                       Securities Act of 1933;

                 (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 funda-
                       mental change in the information
                       set forth in the registration
                       statement; and

                (iii)  To include any material in-
                       formation 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 or Form
                       S-8, and the information required
                       to be included in a post-effective
                       amendment by those paragraphs
                       is contained in periodic reports
                       filed by the registrant pursuant to
                       section 13 or section 15(d) of the
                       Securities Exchange Act of 1934
                       that are incorporated by reference
                       in the registration statement.

             (2)  That, for the purpose of determining any
                  liability under the Securities Act of 1933,
                  each such post-effective amendment shall
                  be deemed to be a new registration
                  statement relating to the securities offered
                  therein, and the offering of such securities
                  at that time shall be deemed to be the
                  initial bona fide offering thereof.

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

        (b)  The undersigned registrant hereby undertakes
             that, for purposes of determining any liability
             under the Securities Act of 1933, each filing of the
             registrant's annual report pursuant to Section
             13(a) or Section 15(d) of the Securities Exchange
             Act of 1934 (and, where applicable, each filing of
             an employee benefit plan's annual report
             pursuant to Section 15(d) of the Securities
             Exchange Act of 1934) that is incorporated by
             reference in the registration statement shall be
             deemed to be a new registration statement
             relating to the securities offered herein, and the
             offering of such securities at that time shall be
             deemed to be the initial bona fide offering thereof.

        (e)  The undersigned registrant hereby undertakes to
             deliver or cause to be delivered with the
             prospectus, to each person to whom the
             prospectus is sent or given, the latest annual
             report to security holders that is incorporated by
             reference in the prospectus and furnished
             pursuant to and meeting the requirements of Rule
             14a-3 or Rule 14c-3 under the Securities Exchange
             Act of 1934; and, where interim financial
             information required to be presented by Article 3
             of Regulation S-X is not set forth in the
             prospectus, to deliver, or cause to be delivered to
             each person to whom the prospectus is sent or
             given, the latest quarterly report that is
             specifically incorporated by reference in the
             prospectus to provide such interim financial
             information.

        (h)  Insofar as indemnification for liabilities arising
             under the Securities Act of 1933 may be permitted
             to directors, officers and controlling persons of
             the registrant pursuant to the provisions
             described in Item 6, 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 Act and is, therefore, unenforce-
             able.  In the event that a claim for indemnification
             against such liabilities (other than the payment by
             the registrant of expenses incurred or paid by a
             director, officer or controlling person of the
             registrant in the successful defense of any action,
             suit or proceeding) is asserted by such director,
             officer or controlling person in connection with
             the securities being registered, the registrant will,
             unless in the opinion of its counsel the matter has
             been settled by controlling precedent, submit to a
             court of appropriate jurisdiction the question
             whether such indemnification by it is against
             public policy as expressed in the Act and will be
             governed by the final adjudication of such issue.

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 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on the 13th day of July, 2000.

                                        MAXWELL TECHNOLOGIES, INC.

                                        By: /s/ Carlton J. Eibl
                                            -------------------
                                        Carlton J. Eibl
                                        President and Chief Executive Officer

POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Carlton J. Eibl
and Vickie L. Capps, and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her 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 or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she 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 substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     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 dates indicated.

/s/ Kenneth F.  Potashner     Chairman of the Board, July 13, 2000
-------------------------
Kenneth F.  Potashner

/s/ Carlton J. Eibl           President, Chief Executive
-------------------           Officer and Director   July 13, 2000
Carlton J. Eibl

/s/ Vickie L. Capps           Vice President-        July 13, 2000
-------------------           Finance and Treasurer
Vickie L. Capps               (Principal Financial and
                              Accounting Officer)

/s/ Mark Rossi                Director               July 13, 2000
--------------
Mark Rossi

/s/ Jean Lavigne              Director               July 13, 2000
----------------
Jean Lavigne

/s/ Robert L. Guyett          Director               July 13, 2000
--------------------
Robert L. Guyett

/s/ Vickie L. Capps           Attorney-in-fact       July 13, 2000
-------------------
Vickie L. Capps

                         Index of Exhibits
                         -----------------

5.1   Opinion of Donald M. Roberts, General Counsel of Registrant.

23.1  Consent of Ernst & Young LLP, independent auditors.

24.1  Powers of Attorney (included on signature page hereto)