As filed with the Securities and Exchange Commission on June 1, 1998 
                            File No. 333-___________
--------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

                                    FORM S-8
             Registration Statement Under the Securities Act of 1993

                          MAGNUM HUNTER RESOURCES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

 State of Nevada                                                     87-0462881
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or           (IRS Employer ID No.)
 Organization


           600 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                    Stock Option Agreements for Gary C. Evans
                   Stock Option Agreements for Matthew C. Lutz
                 Stock Option Agreements for Oscar C. Lindemann
                  Stock Option Agreements for James E. Upfield
                Stock Option Agreements for John H. Trescot, Jr.
                  Stock Option Agreements for Gerald W. Bolfing
                     Stock Option Agreements for Chris Tong
                  Stock Option Agreements for Michael McInerney
                    Stock Option Agreements for David Krueger
                    Stock Option Agreement for Diane Calogero
                     Stock Option Agreement for Greg Jessup
                    Stock Option Agreement for Howard Miller
                     Stock Option Agreement for Craig Knight
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

 Morgan F. Johnston, Secretary, 600 East Las Colinas Blvd., Suite 1200, Irving,
 Texas 75039
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (972) 401-0752
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                            <C>                  <C>                    <C>                        <C>    
                                                        Proposed                Proposed
  Title of Securities         Amount to be          Maximum Offering             Maximum                Amount of
   to be Registered            Registered          Price Per Share (1)     Aggregate Offering        Registration Fee
                                                                                  Price
-----------------------
     Common Stock               1,482,058                 $1.92               $2,847,134.42              $839.90
</TABLE>
(1) Estimated  pursuant to Rule 457(h) of the  Securities Act of 1933 solely for
the purpose of calculating the  registration  fee, based on the weighted average
exercise price of the various stock option agreements.

     Page 1 of 12  pages  contained  in the  sequential  numbering  system.  The
Exhibit Index may be found on Page 6 of the sequential numbering system.
<PAGE>



Item 3.  Incorporation of Certain Documents by Reference.

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

1. The Company's Annual Report on Form 10-KSB for the year ended December 31, 
   1997;

2. The  Company's  Quarterly  Report on Form 10-Q for the period ended March 31,
   1998; and

3. The  Company's  Form 8-K  dated  January  7,  1998,  and the  Company's
   amendment to Form 8-K reported on Form 8-K/A filed February 13, 1998.

All documents  filed by the Company  pursuant to Sections  13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated  as by  reference  herein  and to be part  hereof  from the date of
filing of such  documents,  except as to any  portion  of any  future  Annual or
Quarterly  Report to  Stockholders  which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement  contained in a subsequently  dated document
incorporated by reference or contained in this Registration Statement.

The  description  of the  Company's  common  stock  which  is  contained  in the
Company's  registration  statement  filed  under  Section  12 of the  Securities
Exchange Act of 1934,  including any amendments or reports filed for the purpose
of updating such description.

Item 4.  Description of Securities.

Securities are registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

The  validity of the  issuance  of the  securities  registered  pursuant to this
registration  statement  is being  passed  upon for the  Company  by  Morgan  F.
Johnston, Vice President, General Counsel and Secretary.

Item 6.  Indemnification of Directors and Officers.

The  General  Corporation  Law of Nevada  permits  provisions  in the  articles,
by-laws or  resolutions  approved  by  shareholders  which  limit  liability  of
directors for breach of fiduciary duty to certain specified  circumstances.  The
Company's  by-laws  indemnify  its  Officers  and  Directors  to the full extent
permitted  by Nevada law.  The by-laws with  certain  exceptions  eliminate  any
personal liability of a Director to the Company or its shareholders for monetary
damages for the breach of a Director's  fiduciary  duty and therefore a Director
cannot be held liable for damages to the Company or its  shareholders  for gross
negligence  or lack of due  care in  carrying  out  his  fiduciary  duties  as a
Director.  The Company's Articles provide for indemnification to the full extent
permitted under law which includes all liability, damages, and costs or expenses
arising  from or in  connection  with  service  for,  employment  by,  or  other
affiliation  with the Company to the maximum extent and under all  circumstances
permitted by law.  Nevada law permits  indemnification  if a director or officer
acts in good faith in a manner reasonably believed to be in, or not opposed to ,
the  best  interest's  of  the  corporation.  A  director  or  officer  must  be
indemnified  as  to  any  matter  in  which  he  successfully  defends  himself.
Indemnification  is prohibited as to any matter in which the director or officer
is  adjudged  liable  to  the  corporation.   Insofar  as  indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers,  and  controlling  persons of the Company  pursuant  to the  foregoing
provisions or otherwise, the Company 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.



                                        2

<PAGE>



Item 7.  Exemption from Registration Claimed.

Does not apply

Item 8.  Exhibits.

5.1      Opinion of Morgan F.Johnston, Esq.regarding legality (including 
         consent)
23.1     Consent of Deloitte and Touche LLP  as Accountants

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:

            (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 (1) (i) and (1) (ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  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  post  effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

              (4)  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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (5) 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 are 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.

              (6) 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

                                        3

<PAGE>



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.


                                        4

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that is has  reasonable  grounds  to  believe  that it meets  all 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 Irving, State of Texas, on the 29th day of May, 1998.

MAGNUM HUNTER RESOURCES, INC.



By: /s/  Gary C. Evans
-------------------------------
       Gary C. Evans, President

Pursuant to the  requirements on the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
<TABLE>
<CAPTION>
<S>                                     <C>                                           <C>   
Signature                                         Title                                  Date


/s/ Gary C. Evans                       President, Chief Executive Officer               May 29, 1998
----------------------------------------and Director
Gary C.  Evans                          


/s/ Matthew C. Lutz                     Chairman and Executive Vice President            May 29, 1998
----------------------------------------of Exploration and Business Development
Matthew C. Lutz                         



/s/ Chris Tong                          Senior Vice President and                        May 29, 1998
----------------------------------------Chief Financial Officer
Chris Tong                              


/s/ Gerald W. Bolfing                   Director                                         May 29, 1998
----------------------------------------
Gerald W. Bolfing


/s/ Oscar C. Lindemann                  Director                                         May 29, 1998
----------------------------------------
Oscar C. Lindemann


/s/ John H. Trescot, Jr.                Director                                         May 29, 1998
----------------------------------------
John H. Trescot, Jr.


/s/ James E. Upfield                    Director                                         May 29, 1998
----------------------------------------
James E. Upfield

</TABLE>


                                        5

<PAGE>



                                  Exhibit Index


<TABLE>
<CAPTION>
<S>                       <C>                                                    <C>   
                                                                                      Sequential
                                                                                      Page Number
Exhibit No.                Document                                                   Or Location

5.1                        Opinion of Morgan F. Johnston, Esq. regarding
                           legality (including consent)                                      7
23.1                       Consent of Deloitte and Touche LLP as
                           Accountants                                                       9


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15917}]
{"company-data": {"conformed-name": "MAGNUM HUNTER RESOURCES INC", "cik": "0000854271", "assigned-sic": "1311", "irs-number": "870462881", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55721", "film-number": "98640622"}, "business-address": {"street1": "600 EAST LAS COLINAS BLVD", "street2": "STE 1200", "city": "IVRVING", "state": "TX", "zip": "75039", "phone": "9724010752"}, "mail-address": {"street1": "42 600 COOK ST", "street2": "600 EAST LAS COLINAS BLVD STE 1200", "city": "IRVING", "state": "TX", "zip": "75039"}, "former-company": [{"former-conformed-name": "MAGNUM PETROLEUM INC /NV/", "date-changed": "19920703"}, {"former-conformed-name": "MASTER VENTURES INC /NV/", "date-changed": "19901022"}]}
As filed with the Securities and Exchange Commission on June 1, 1998 
                            File No. 333-___________
--------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

                                    FORM S-8
             Registration Statement Under the Securities Act of 1993

                          MAGNUM HUNTER RESOURCES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

 State of Nevada                                                     87-0462881
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or           (IRS Employer ID No.)
 Organization

           600 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                    Stock Option Agreements for Gary C. Evans
                   Stock Option Agreements for Matthew C. Lutz
                 Stock Option Agreements for Oscar C. Lindemann
                  Stock Option Agreements for James E. Upfield
                Stock Option Agreements for John H. Trescot, Jr.
                  Stock Option Agreements for Gerald W. Bolfing
                     Stock Option Agreements for Chris Tong
                  Stock Option Agreements for Michael McInerney
                    Stock Option Agreements for David Krueger
                    Stock Option Agreement for Diane Calogero
                     Stock Option Agreement for Greg Jessup
                    Stock Option Agreement for Howard Miller
                     Stock Option Agreement for Craig Knight
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

 Morgan F. Johnston, Secretary, 600 East Las Colinas Blvd., Suite 1200, Irving,
 Texas 75039
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (972) 401-0752
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X

                         CALCULATION OF REGISTRATION FEE
Proposed                Proposed
  Title of Securities         Amount to be          Maximum Offering             Maximum                Amount of
   to be Registered            Registered          Price Per Share (1)     Aggregate Offering        Registration Fee
                                                                                  Price
-----------------------
     Common Stock               1,482,058                 $1.92               $2,847,134.42              $839.90
(1) Estimated  pursuant to Rule 457(h) of the  Securities Act of 1933 solely for
the purpose of calculating the  registration  fee, based on the weighted average
exercise price of the various stock option agreements.

     Page 1 of 12  pages  contained  in the  sequential  numbering  system.  The
Exhibit Index may be found on Page 6 of the sequential numbering system.
Item 3.  Incorporation of Certain Documents by Reference.

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

1. The Company's Annual Report on Form 10-KSB for the year ended December 31, 
   1997;

2. The  Company's  Quarterly  Report on Form 10-Q for the period ended March 31,
   1998; and

3. The  Company's  Form 8-K  dated  January  7,  1998,  and the  Company's
   amendment to Form 8-K reported on Form 8-K/A filed February 13, 1998.

All documents  filed by the Company  pursuant to Sections  13(a),  13(c),  14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated  as by  reference  herein  and to be part  hereof  from the date of
filing of such  documents,  except as to any  portion  of any  future  Annual or
Quarterly  Report to  Stockholders  which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement  contained in a subsequently  dated document
incorporated by reference or contained in this Registration Statement.

The  description  of the  Company's  common  stock  which  is  contained  in the
Company's  registration  statement  filed  under  Section  12 of the  Securities
Exchange Act of 1934,  including any amendments or reports filed for the purpose
of updating such description.

Item 4.  Description of Securities.

Securities are registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

The  validity of the  issuance  of the  securities  registered  pursuant to this
registration  statement  is being  passed  upon for the  Company  by  Morgan  F.
Johnston, Vice President, General Counsel and Secretary.

Item 6.  Indemnification of Directors and Officers.

The  General  Corporation  Law of Nevada  permits  provisions  in the  articles,
by-laws or  resolutions  approved  by  shareholders  which  limit  liability  of
directors for breach of fiduciary duty to certain specified  circumstances.  The
Company's  by-laws  indemnify  its  Officers  and  Directors  to the full extent
permitted  by Nevada law.  The by-laws with  certain  exceptions  eliminate  any
personal liability of a Director to the Company or its shareholders for monetary
damages for the breach of a Director's  fiduciary  duty and therefore a Director
cannot be held liable for damages to the Company or its  shareholders  for gross
negligence  or lack of due  care in  carrying  out  his  fiduciary  duties  as a
Director.  The Company's Articles provide for indemnification to the full extent
permitted under law which includes all liability, damages, and costs or expenses
arising  from or in  connection  with  service  for,  employment  by,  or  other
affiliation  with the Company to the maximum extent and under all  circumstances
permitted by law.  Nevada law permits  indemnification  if a director or officer
acts in good faith in a manner reasonably believed to be in, or not opposed to ,
the  best  interest's  of  the  corporation.  A  director  or  officer  must  be
indemnified  as  to  any  matter  in  which  he  successfully  defends  himself.
Indemnification  is prohibited as to any matter in which the director or officer
is  adjudged  liable  to  the  corporation.   Insofar  as  indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers,  and  controlling  persons of the Company  pursuant  to the  foregoing
provisions or otherwise, the Company 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.

                                        2
Item 7.  Exemption from Registration Claimed.

Does not apply

Item 8.  Exhibits.

5.1      Opinion of Morgan F.Johnston, Esq.regarding legality (including 
         consent)
23.1     Consent of Deloitte and Touche LLP  as Accountants

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:

            (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 (1) (i) and (1) (ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  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  post  effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

              (4)  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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (5) 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 are 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.

              (6) 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

                                        3
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.

                                        4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that is has  reasonable  grounds  to  believe  that it meets  all 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 Irving, State of Texas, on the 29th day of May, 1998.

MAGNUM HUNTER RESOURCES, INC.

By: /s/  Gary C. Evans
-------------------------------
       Gary C. Evans, President

Pursuant to the  requirements on the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signature                                         Title                                  Date

/s/ Gary C. Evans                       President, Chief Executive Officer               May 29, 1998
----------------------------------------and Director
Gary C.  Evans                          

/s/ Matthew C. Lutz                     Chairman and Executive Vice President            May 29, 1998
----------------------------------------of Exploration and Business Development
Matthew C. Lutz                         

/s/ Chris Tong                          Senior Vice President and                        May 29, 1998
----------------------------------------Chief Financial Officer
Chris Tong                              

/s/ Gerald W. Bolfing                   Director                                         May 29, 1998
----------------------------------------
Gerald W. Bolfing

/s/ Oscar C. Lindemann                  Director                                         May 29, 1998
----------------------------------------
Oscar C. Lindemann

/s/ John H. Trescot, Jr.                Director                                         May 29, 1998
----------------------------------------
John H. Trescot, Jr.

/s/ James E. Upfield                    Director                                         May 29, 1998
----------------------------------------
James E. Upfield
5
Exhibit Index
Sequential
                                                                                      Page Number
Exhibit No.                Document                                                   Or Location

5.1                        Opinion of Morgan F. Johnston, Esq. regarding
                           legality (including consent)                                      7
23.1                       Consent of Deloitte and Touche LLP as
                           Accountants                                                       9