Registration No. 33-_____

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                UNDER THE
                          SECURITIES ACT OF 1933

                             AIRSENSORS, INC.
             ------------------------------------------------
          (Exact Name of Registrant as Specified in Its Charter)


               DELAWARE                            91-1039211
    -----------------------------        --------------------------------
    (State or Other Jurisdiction         (IRS Employer Identification No.)
   Incorporation or Organization)

                           16804 GRIDLEY PLACE
                           CERRITOS, CALIFORNIA              90703
                     --------------------------------       -------
                 (Address of Principal Executive Offices)  (Zip Code)

                     1996 INCENTIVE STOCK OPTION PLAN
                     --------------------------------
                         (Full Title of the Plan)

                            THOMAS M. COSTALES
                           16804 GRIDLEY PLACE
                      CERRITOS, CALIFORNIA  90703-1792
                  ----------------------------------------
                   (Name and Address of Agent For Service)

                              (310) 860-6666
       -----------------------------------------------------------
      (Telephone Number, Including Area Code, of Agent For Service)

                     COPIES OF ALL COMMUNICATIONS TO:

                             WILLIAM G. PUSCH
                          DAVIS WRIGHT TREMAINE
                           2600 CENTURY SQUARE
                            1500 FOURTH AVENUE
                     SEATTLE, WASHINGTON  98101-1688
                              (206) 628-7744

                     CALCULATION OF REGISTRATION FEE
===========================================================================

                               PROPOSED       PROPOSED
 TITLE OF                      MAXIMUM         MAXIMUM
SECURITIES        AMOUNT       OFFERING       AGGREGATE       AMOUNT OF
  TO BE           TO BE        PRICE          OFFERING       REGISTRATION
REGISTERED      REGISTERED     PER SHARE(1)     PRICE(1)         FEE
- ---------------------------------------------------------------------------
Common Stock     250,000         $9.25        $2,312,500       $797.41
===========================================================================


     (1) Estimated solely for the purpose of calculating the registration
fee on the basis of the closing price quoted on the Nasdaq National Market
on June 24, 1996.

<PAGE>

                                  PART II

          INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (a)  The registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of
          1934 ("Exchange Act");

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

     (c)  The description of the registrant's common stock
          contained in its registration statement on Form 8-A filed
          under the Exchange Act, including any amendment or report
          filed for the purpose of updating such description; and

     (d)  All documents subsequently filed by the registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to the filing of a post-effective
          amendment hereto which indicates that all securities offered
          have been sold or deregisters all securities then remaining
          unsold.


ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable


ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Section 145 of the Delaware General Corporation Law provides that
a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of
the corporation -- a "derivative action"), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best

<PAGE>

interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification
has been found liable to the corporation.  The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder
vote, agreement or otherwise.

     Article IX of the Registrant's By-laws requires indemnification to the
full extent permitted under Delaware law as from time to time in effect.
Subject to any restrictions imposed by Delaware law, the Registrant's By-
laws provide a right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) actually and reasonably incurred
by any person in connection with any actual or threatened proceeding
(including, to the extent permitted by law, any derivative action) by
reason of the fact that such person is or was serving as a director or
officer of the Registrant or that, being or having been such a director or
officer or an employee of the Registrant, such person is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including an employee benefit plan.  The Registrant's By-laws also provide
that the Registrant may, by action of its Board of Directors, provide
indemnification to its employees or agents with the same scope and effect
as the foregoing indemnification of directors and officers.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

     Article 11 of the Registrant's Certificate of Incorporation provides
that to the full extent that the Delaware General Corporation Law, as it
now exists or may hereafter be amended, permits the litigation or
elimination of the liability of directors, a director of the Registrant
shall not be liable to the Registrant or its stockholders for monetary
damages for breach of duty as a director.  Any amendment or repeal of such
Article 11 will not adversely affect any right or protection of a director
of the Registrant for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.  The affirmative vote
of 80% of the voting stock of the Registrant is required to amend or
repeal, or to adopt any provision inconsistent with, such Article 11.

     The Delaware General Corporation Law and the Registrant's Certificate
of Incorporation may have no effect on claims arising under the federal
securities laws.

<PAGE>



ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.


ITEM 8.   EXHIBITS

          5.1  Opinion of Davis Wright Tremaine

          10.1 1996 Incentive Stock Option Plan

          23.1 Consent of Ernst & Young LLP

          23.2 Consent of Davis Wright Tremaine (included in
               Exhibit 5.1)


ITEM 9.   UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by
     Section 10(a)(3) to 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)(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 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.

<PAGE>

          (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 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.

          (c)  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 or
     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.

          (d)  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 any provision or
     arrangement existing whereby the registrant may indemnify a director,
     officer or controlling person of the registrant against liabilities
     under the Securities Act of 1933, the registrant has been advised that
     in the opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Securities Act of 1933 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 an
     officer, director or controlling person of the registrant in the
     successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the
     opinion of its counsel, the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     of whether such indemnification by it is against public policy as
     expressed in the Securities Act of 1933 and will be governed by the
     final adjudication of such issue.

<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cerritos, State of California, on
June 25, 1996.

                              AIRSENSORS, INC.



                              By /s/ Robert M. Stemmler
                                -----------------------------
                                   Its President



<PAGE>
                             POWER OF ATTORNEY

     By signing below, the following persons also constitute and appoint
Robert M. Stemmler or Thomas M. Costales as their true and lawful attorneys-
in-fact with full power and authority to sign pre-effective and post-
effective amendments to this registration statement and all other documents
relating to this registration statement in their stead as the following
persons could do in their capacities listed below if personally present;
the following persons hereby ratify and confirm all that each of Robert M.
Stemmler or Thomas M. Costales shall lawfully do by virtue of this
appointment.

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

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

/s/Robert M. Stemmler   President, Chief           June 25, 1996
- ---------------------   Executive Officer and
                        Director (Principal
                        Executive Officer)

/s/Rawley F. Taplett    Chairman of the Board      June 25, 1996
- ---------------------   of Directors
                        and Director

                        Vice Chairman of the      
- ---------------------   Board of Directors
Edwin J. Schneebeck     and Director

/s/Peter B. Bensinger
- ---------------------   Director                   June 26, 1996



- ---------------------   Director                  
Norman L. Bryan


/s/V. Robert Colton     Director                   June 26, 1996
- ---------------------


/s/Don Simplot          Director                   June 25, 1996
- ---------------------


/s/Douglas W. Toms      Director                   June 25, 1996
- ---------------------


/s/Thomas M. Costales   Treasurer and Chief        June 25, 1996
- ---------------------   Financial Officer
                        (Principal Financial
                        Officer)


/s/Cary M. Wong         Controller                 June 25, 1996
- ---------------------
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Registration No. 33-_____

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                UNDER THE
                          SECURITIES ACT OF 1933

                             AIRSENSORS, INC.
             ------------------------------------------------
          (Exact Name of Registrant as Specified in Its Charter)

               DELAWARE                            91-1039211
    -----------------------------        --------------------------------
    (State or Other Jurisdiction         (IRS Employer Identification No.)
   Incorporation or Organization)

                           16804 GRIDLEY PLACE
                           CERRITOS, CALIFORNIA              90703
                     --------------------------------       -------
                 (Address of Principal Executive Offices)  (Zip Code)

                     1996 INCENTIVE STOCK OPTION PLAN
                     --------------------------------
                         (Full Title of the Plan)

                            THOMAS M. COSTALES
                           16804 GRIDLEY PLACE
                      CERRITOS, CALIFORNIA  90703-1792
                  ----------------------------------------
                   (Name and Address of Agent For Service)

                              (310) 860-6666
       -----------------------------------------------------------
      (Telephone Number, Including Area Code, of Agent For Service)

                     COPIES OF ALL COMMUNICATIONS TO:

                             WILLIAM G. PUSCH
                          DAVIS WRIGHT TREMAINE
                           2600 CENTURY SQUARE
                            1500 FOURTH AVENUE
                     SEATTLE, WASHINGTON  98101-1688
                              (206) 628-7744

                     CALCULATION OF REGISTRATION FEE
===========================================================================

                               PROPOSED       PROPOSED
 TITLE OF                      MAXIMUM         MAXIMUM
SECURITIES        AMOUNT       OFFERING       AGGREGATE       AMOUNT OF
  TO BE           TO BE        PRICE          OFFERING       REGISTRATION
REGISTERED      REGISTERED     PER SHARE(1)     PRICE(1)         FEE
- ---------------------------------------------------------------------------
Common Stock     250,000         $9.25        $2,312,500       $797.41
===========================================================================

     (1) Estimated solely for the purpose of calculating the registration
fee on the basis of the closing price quoted on the Nasdaq National Market
on June 24, 1996.
PART II

          INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (a)  The registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of
          1934 ("Exchange Act");

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

     (c)  The description of the registrant's common stock
          contained in its registration statement on Form 8-A filed
          under the Exchange Act, including any amendment or report
          filed for the purpose of updating such description; and

     (d)  All documents subsequently filed by the registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to the filing of a post-effective
          amendment hereto which indicates that all securities offered
          have been sold or deregisters all securities then remaining
          unsold.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Section 145 of the Delaware General Corporation Law provides that
a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of
the corporation -- a "derivative action"), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification
has been found liable to the corporation.  The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder
vote, agreement or otherwise.

     Article IX of the Registrant's By-laws requires indemnification to the
full extent permitted under Delaware law as from time to time in effect.
Subject to any restrictions imposed by Delaware law, the Registrant's By-
laws provide a right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) actually and reasonably incurred
by any person in connection with any actual or threatened proceeding
(including, to the extent permitted by law, any derivative action) by
reason of the fact that such person is or was serving as a director or
officer of the Registrant or that, being or having been such a director or
officer or an employee of the Registrant, such person is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including an employee benefit plan.  The Registrant's By-laws also provide
that the Registrant may, by action of its Board of Directors, provide
indemnification to its employees or agents with the same scope and effect
as the foregoing indemnification of directors and officers.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

     Article 11 of the Registrant's Certificate of Incorporation provides
that to the full extent that the Delaware General Corporation Law, as it
now exists or may hereafter be amended, permits the litigation or
elimination of the liability of directors, a director of the Registrant
shall not be liable to the Registrant or its stockholders for monetary
damages for breach of duty as a director.  Any amendment or repeal of such
Article 11 will not adversely affect any right or protection of a director
of the Registrant for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.  The affirmative vote
of 80% of the voting stock of the Registrant is required to amend or
repeal, or to adopt any provision inconsistent with, such Article 11.

     The Delaware General Corporation Law and the Registrant's Certificate
of Incorporation may have no effect on claims arising under the federal
securities laws.
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

ITEM 8.   EXHIBITS

          5.1  Opinion of Davis Wright Tremaine

          10.1 1996 Incentive Stock Option Plan

          23.1 Consent of Ernst & Young LLP

          23.2 Consent of Davis Wright Tremaine (included in
               Exhibit 5.1)

ITEM 9.   UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by
     Section 10(a)(3) to 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)(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 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 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.

          (c)  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 or
     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.

          (d)  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 any provision or
     arrangement existing whereby the registrant may indemnify a director,
     officer or controlling person of the registrant against liabilities
     under the Securities Act of 1933, the registrant has been advised that
     in the opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the
     Securities Act of 1933 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 an
     officer, director or controlling person of the registrant in the
     successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the
     opinion of its counsel, the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     of whether such indemnification by it is against public policy as
     expressed in the Securities Act of 1933 and will be governed by the
     final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cerritos, State of California, on
June 25, 1996.

                              AIRSENSORS, INC.

                              By /s/ Robert M. Stemmler
                                -----------------------------
                                   Its President
POWER OF ATTORNEY

     By signing below, the following persons also constitute and appoint
Robert M. Stemmler or Thomas M. Costales as their true and lawful attorneys-
in-fact with full power and authority to sign pre-effective and post-
effective amendments to this registration statement and all other documents
relating to this registration statement in their stead as the following
persons could do in their capacities listed below if personally present;
the following persons hereby ratify and confirm all that each of Robert M.
Stemmler or Thomas M. Costales shall lawfully do by virtue of this
appointment.

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

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

/s/Robert M. Stemmler   President, Chief           June 25, 1996
- ---------------------   Executive Officer and
                        Director (Principal
                        Executive Officer)

/s/Rawley F. Taplett    Chairman of the Board      June 25, 1996
- ---------------------   of Directors
                        and Director

                        Vice Chairman of the      
- ---------------------   Board of Directors
Edwin J. Schneebeck     and Director

/s/Peter B. Bensinger
- ---------------------   Director                   June 26, 1996

- ---------------------   Director                  
Norman L. Bryan

/s/V. Robert Colton     Director                   June 26, 1996
- ---------------------

/s/Don Simplot          Director                   June 25, 1996
- ---------------------

/s/Douglas W. Toms      Director                   June 25, 1996
- ---------------------

/s/Thomas M. Costales   Treasurer and Chief        June 25, 1996
- ---------------------   Financial Officer
                        (Principal Financial
                        Officer)

/s/Cary M. Wong         Controller                 June 25, 1996
- ---------------------