Registration No.____________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                     EMCON
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       California                                     94-1738964   
- ---------------------------------        ------------------------------------ 
(State or other jurisdiction             (I.R.S. employer identification no.)
of incorporation or organization)

                      400 South El Camino Real, Suite 1200
                          San Mateo, California 94402
              ---------------------------------------------------
              (Address of principal executive offices) (Zip code)

                                     EMCON
                          Employee Stock Purchase Plan
                          ----------------------------
                            (Full title of the plan)

                              R. Michael Momboisse
                          Chief Financial Officer and
                             Vice President - Legal
                                     EMCON
                      400 South El Camino Real, Suite 1200
                          San Mateo, California 94402
                    ---------------------------------------
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (415) 375-1522

This registration statement, including all exhibits and attachments, contains 13
pages.  The exhibit index may be found on page 9 of the  consecutively  numbered
pages of the registration statement.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.


                                       1
<PAGE>



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

                        CALCULATION OF REGISTRATION FEE

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

                                    Proposed       Proposed
Title of                            maximum        maximum
securities         Amount           offering       aggregate       Amount of
to be              to be            price per      offering        registration
registered         registered       share(1)       price(1)        fee
- -------------------------------------------------------------------------------

Common Stock      350,000           $3.67          $1,284,500      $442.93


























- --------
(1)  Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
registration fee. The price is based upon 85% of the average of the high and low
prices  of the  Common  Stock  on  July ,  1995,  as  reported  on the  National
Association of Securities Dealers Automated Quotations system.

                                       2
<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------


Item 3.        Incorporation of Documents by Reference
- ------         ---------------------------------------

               EMCON (the  "Company")  hereby  incorporates by reference in this
registration statement the following documents:

               (a)  The  Company's  latest  annual  report  on Form  10-K  filed
pursuant to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  containing  audited financial  statements for the
Company's  latest  fiscal  year  ended  December  31,  1994 as  filed  with  the
Commission on March 29, 1995.

               (b)  All other reports  filed pursuant to  Section 13(a) or15(d) 
of the Exchange  Act since the end of the fiscal year covered by the  registrant
document referred to in (a) above.

               (c)  The  description of the  Company's  Common  Stock contained 
in the  Company's  Registration  Statement on Form 8-A (No.  016225),  effective
September  17, 1987,  filed under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

               All  documents  subsequently  filed by the  Company  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
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
- ------         -------------------------

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel
- ------         --------------------------------------

               Inapplicable.





                                       3
<PAGE>

                                            

Item 6.        Indemnification of Directors and Officers
- ------         -----------------------------------------

               The Company's  Restated  Articles of  Incorporation,  as amended,
provide  that the  liability of the  directors  for  monetary  damages  shall be
eliminated to the fullest extent  permissible  under California law. Pursuant to
California law, the Company's directors shall not be liable for monetary damages
for  breach of the  directors'  fiduciary  duty of care to the  Company  and its
shareholders.  However,  this provision does not eliminate the duty of care, and
in  appropriate  circumstances,  equitable  remedies such as injunctive or other
forms of  non-monetary  relief will remain  available  under  California law. In
addition, each director will continue to be subject to liability for (i) acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best  interests  of the Company or its  shareholders  or that involve the
absence of good faith on the part of the director,  (iii) any  transaction  from
which a director derived an improper  personal  benefit,  (iv) acts or omissions
that show a reckless  disregard  for the  director's  duty to the Company or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of serious injury to the Company or its shareholders, (v) acts or omissions that
constitute an unexcused  pattern of inattention that amounts to an abdication of
the director's  duty to the Company or its  shareholders,  (vi) any  transaction
that  constitutes an illegal  distribution or dividend under California law, and
(vii)any  transaction  involving  an unlawful  conflict of interest  between the
director  and the Company  under  California  law. The  provision  also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

Item 7.        Exemption From Registration Claimed
- ------
               Inapplicable.

Item 8.        Exhibits
- ------
               See Exhibit Index.

Item 9.        Undertakings
- ------
               (a) Rule 415 Offering
                   -----------------

               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:


                                       4
<PAGE>


                    (i)  To include any prospectus  required 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 fundamental  change in the  information set forth in the
registration statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(l)(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 Exchange  Act 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)  Filing   incorporating   subsequent  Exchange  Act  documents  by
               reference.
              
               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
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)  Request  for   acceleration   of  effective  date  or  filing  of
               registration statement on Form S-8



                                       5
<PAGE>

               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 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 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 Act and will
be governed by the final adjudication of such issue.


                                   SIGNATURE
                                   ---------

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Mateo, State of California, on July 21, 1995.


                                                EMCON

                                                
                                                By: /s/ R. Michael Momboisse 
                                                --------------------------------

                                                R. Michael Momboisse, Chief
                                                Financial Officer and Vice
                                                President - Legal



                                       6
<PAGE>


                               POWER OF ATTORNEY
                               -----------------

     The officers and directors of EMCON whose signatures  appear below,  hereby
constitute  and appoint Eugene M. Herson and R. Michael  Momboisse,  and each of
them,  their  true  and  lawful  attorneys  and  agents,   with  full  power  of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned  any  amendment  or  amendments  to this  registration  statement on
Form S-8,  and each of the  undersigned  does hereby ratify and confirm all that
each of said attorney and agent, or their or his substitutes,  shall do or cause
to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on July 21, 1995.

Signature                                                 Title
- -------------------------------------------------------------------------------




/s/ Eugene M. Herson 
- ------------------------
Eugene M. Herson                     President, Chief Executive Officer, and
                                     Director (Principal Executive Officer)


/s/ R. Michael Momboisse 
- ---------------------------
R. Michael Momboisse                 Chief Financial Officer and Vice President
                                     - Legal (Principal Financial and
                                     Accounting Officer)

/s/ Thorley D. Briggs 
 --------------------------
Thorley D. Briggs                    Chairman of the Board and Director



/s/ Stephen W. Vincent 
- ---------------------------
Stephen W. Vincent                    Vice President - Laboratory Operations,
                                      President of Columbia Analytical Services,
                                      Inc. and Director

/s/ H. Lee Fortier 
- ---------------------------
H. Lee Fortier                        Vice President - Consulting Operations
                                      and Director




                                       7
<PAGE>



/s/ Donald R. Andres 
- ----------------------------

Donald R. Andres                       Regional Vice President and Director



/s/ Douglas Crane 
- ----------------------------
Douglas Crane                          Director



/s/ Peter Vardy 
- ----------------------------
Peter Vardy                            Director



 
- ----------------------------
Donald R. Kerstetter                   Director



- ----------------------------
Jack M. Marzluft                       Director



                                       8
<PAGE>


                                 EXHIBIT INDEX
                                 -------------
                                                                   Sequentially
                                                                   Numbered Page
                                                                   -------------

          4.1  Restated Articles of Incorporation, of                   --
               the Company as filed on July 30, 1987,
               is incorporated by reference from
               Exhibit 3.1 of the Company's
               Registration Statement on Form S-1 (No.
               33-16337), effective September 16, 1987
               
          4.3  Certificate of Amendment of Restated                     --
               Articles of Incorporation of the Company
               as filed on May 24, 1988, is
               incorporated by reference from Exhibit
               3.2 of the Company's Annual Report on
               Form 10-K for the fiscal year ended
               December 31, 1988
                

          4.4  Certificate of Amendment of Restated                     --
               Articles of Incorporation of the Company
               as filed on June 4, 1991, is
               incorporated by reference from Exhibit
               4.1 of the Company's Quarterly Report on
               Form 10-Q for the fiscal quarter ended
               June 30, 1991
                 
          4.5  Amended and Restated By-Laws of the                      --
               Company are incorporated by reference
               from Exhibit 4.2 of the Company's
               Quarterly Report on Form 10-Q for the
               fiscal quarter ended June 30, 1993
                  
          5    Opinion re legality                                      10

          23.1 Consent of Counsel (included in Exhibit 5)               --
                             
          23.2 Consent of Ernst & Young, LLP Independent Auditors       13

          24   Power of Attorney (included in signature                 --
               pages to this registration statement)
               





                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17984}]
{"company-data": {"conformed-name": "EMCON", "cik": "0000819977", "assigned-sic": "8711", "irs-number": "941738964", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61369", "film-number": "95556875"}, "business-address": {"street1": "400 S EL CAMINO REAL STE 1200", "city": "SAN MATEO", "state": "CA", "zip": "94402", "phone": "4153751522"}, "mail-address": {"street1": "P O BOX 349014", "city": "SACRAMENTO", "state": "CA", "zip": "95834-9014"}, "former-company": {"former-conformed-name": "EMCON ASSOCIATES /CA/", "date-changed": "19910611"}}
Registration No.____________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                                     EMCON
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       California                                     94-1738964   
- ---------------------------------        ------------------------------------ 
(State or other jurisdiction             (I.R.S. employer identification no.)
of incorporation or organization)

                      400 South El Camino Real, Suite 1200
                          San Mateo, California 94402
              ---------------------------------------------------
              (Address of principal executive offices) (Zip code)

                                     EMCON
                          Employee Stock Purchase Plan
                          ----------------------------
                            (Full title of the plan)

                              R. Michael Momboisse
                          Chief Financial Officer and
                             Vice President - Legal
                                     EMCON
                      400 South El Camino Real, Suite 1200
                          San Mateo, California 94402
                    ---------------------------------------
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (415) 375-1522

This registration statement, including all exhibits and attachments, contains 13
pages.  The exhibit index may be found on page 9 of the  consecutively  numbered
pages of the registration statement.

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                       1
- -------------------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE

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

                                    Proposed       Proposed
Title of                            maximum        maximum
securities         Amount           offering       aggregate       Amount of
to be              to be            price per      offering        registration
registered         registered       share(1)       price(1)        fee
- -------------------------------------------------------------------------------

Common Stock      350,000           $3.67          $1,284,500      $442.93

- --------
(1)  Estimated  pursuant  to Rule 457 solely for  purposes  of  calculating  the
registration fee. The price is based upon 85% of the average of the high and low
prices  of the  Common  Stock  on  July ,  1995,  as  reported  on the  National
Association of Securities Dealers Automated Quotations system.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.        Incorporation of Documents by Reference
- ------         ---------------------------------------

               EMCON (the  "Company")  hereby  incorporates by reference in this
registration statement the following documents:

               (a)  The  Company's  latest  annual  report  on Form  10-K  filed
pursuant to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  containing  audited financial  statements for the
Company's  latest  fiscal  year  ended  December  31,  1994 as  filed  with  the
Commission on March 29, 1995.

               (b)  All other reports  filed pursuant to  Section 13(a) or15(d) 
of the Exchange  Act since the end of the fiscal year covered by the  registrant
document referred to in (a) above.

               (c)  The  description of the  Company's  Common  Stock contained 
in the  Company's  Registration  Statement on Form 8-A (No.  016225),  effective
September  17, 1987,  filed under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

               All  documents  subsequently  filed by the  Company  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
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
- ------         -------------------------

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel
- ------         --------------------------------------

               Inapplicable.

                                       3
Item 6.        Indemnification of Directors and Officers
- ------         -----------------------------------------

               The Company's  Restated  Articles of  Incorporation,  as amended,
provide  that the  liability of the  directors  for  monetary  damages  shall be
eliminated to the fullest extent  permissible  under California law. Pursuant to
California law, the Company's directors shall not be liable for monetary damages
for  breach of the  directors'  fiduciary  duty of care to the  Company  and its
shareholders.  However,  this provision does not eliminate the duty of care, and
in  appropriate  circumstances,  equitable  remedies such as injunctive or other
forms of  non-monetary  relief will remain  available  under  California law. In
addition, each director will continue to be subject to liability for (i) acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best  interests  of the Company or its  shareholders  or that involve the
absence of good faith on the part of the director,  (iii) any  transaction  from
which a director derived an improper  personal  benefit,  (iv) acts or omissions
that show a reckless  disregard  for the  director's  duty to the Company or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of serious injury to the Company or its shareholders, (v) acts or omissions that
constitute an unexcused  pattern of inattention that amounts to an abdication of
the director's  duty to the Company or its  shareholders,  (vi) any  transaction
that  constitutes an illegal  distribution or dividend under California law, and
(vii)any  transaction  involving  an unlawful  conflict of interest  between the
director  and the Company  under  California  law. The  provision  also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws or state or federal environmental laws.

Item 7.        Exemption From Registration Claimed
- ------
               Inapplicable.

Item 8.        Exhibits
- ------
               See Exhibit Index.

Item 9.        Undertakings
- ------
               (a) Rule 415 Offering
                   -----------------

               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:

                                       4
(i)  To include any prospectus  required 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 fundamental  change in the  information set forth in the
registration statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(l)(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 Exchange  Act 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)  Filing   incorporating   subsequent  Exchange  Act  documents  by
               reference.
              
               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
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)  Request  for   acceleration   of  effective  date  or  filing  of
               registration statement on Form S-8

                                       5
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 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 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 Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURE
                                   ---------

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Mateo, State of California, on July 21, 1995.

                                                EMCON

                                                
                                                By: /s/ R. Michael Momboisse 
                                                --------------------------------

                                                R. Michael Momboisse, Chief
                                                Financial Officer and Vice
                                                President - Legal

                                       6
POWER OF ATTORNEY
                               -----------------

     The officers and directors of EMCON whose signatures  appear below,  hereby
constitute  and appoint Eugene M. Herson and R. Michael  Momboisse,  and each of
them,  their  true  and  lawful  attorneys  and  agents,   with  full  power  of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned  any  amendment  or  amendments  to this  registration  statement on
Form S-8,  and each of the  undersigned  does hereby ratify and confirm all that
each of said attorney and agent, or their or his substitutes,  shall do or cause
to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on July 21, 1995.

Signature                                                 Title
- -------------------------------------------------------------------------------

/s/ Eugene M. Herson 
- ------------------------
Eugene M. Herson                     President, Chief Executive Officer, and
                                     Director (Principal Executive Officer)

/s/ R. Michael Momboisse 
- ---------------------------
R. Michael Momboisse                 Chief Financial Officer and Vice President
                                     - Legal (Principal Financial and
                                     Accounting Officer)

/s/ Thorley D. Briggs 
 --------------------------
Thorley D. Briggs                    Chairman of the Board and Director

/s/ Stephen W. Vincent 
- ---------------------------
Stephen W. Vincent                    Vice President - Laboratory Operations,
                                      President of Columbia Analytical Services,
                                      Inc. and Director

/s/ H. Lee Fortier 
- ---------------------------
H. Lee Fortier                        Vice President - Consulting Operations
                                      and Director

                                       7
/s/ Donald R. Andres 
- ----------------------------

Donald R. Andres                       Regional Vice President and Director

/s/ Douglas Crane 
- ----------------------------
Douglas Crane                          Director

/s/ Peter Vardy 
- ----------------------------
Peter Vardy                            Director

 
- ----------------------------
Donald R. Kerstetter                   Director

- ----------------------------
Jack M. Marzluft                       Director

                                       8
EXHIBIT INDEX
                                 -------------
                                                                   Sequentially
                                                                   Numbered Page
                                                                   -------------

          4.1  Restated Articles of Incorporation, of                   --
               the Company as filed on July 30, 1987,
               is incorporated by reference from
               Exhibit 3.1 of the Company's
               Registration Statement on Form S-1 (No.
               33-16337), effective September 16, 1987
               
          4.3  Certificate of Amendment of Restated                     --
               Articles of Incorporation of the Company
               as filed on May 24, 1988, is
               incorporated by reference from Exhibit
               3.2 of the Company's Annual Report on
               Form 10-K for the fiscal year ended
               December 31, 1988
                

          4.4  Certificate of Amendment of Restated                     --
               Articles of Incorporation of the Company
               as filed on June 4, 1991, is
               incorporated by reference from Exhibit
               4.1 of the Company's Quarterly Report on
               Form 10-Q for the fiscal quarter ended
               June 30, 1991
                 
          4.5  Amended and Restated By-Laws of the                      --
               Company are incorporated by reference
               from Exhibit 4.2 of the Company's
               Quarterly Report on Form 10-Q for the
               fiscal quarter ended June 30, 1993
                  
          5    Opinion re legality                                      10

          23.1 Consent of Counsel (included in Exhibit 5)               --
                             
          23.2 Consent of Ernst & Young, LLP Independent Auditors       13

          24   Power of Attorney (included in signature                 --
               pages to this registration statement)
               

                                       9