SECURITIES AND EXCHANGE COMMISSION

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    EXCAL ENTERPRISES, INC.
     (Exact Name of registrant as specified in its charter)

         Delaware                        59-2855398
(State or other jurisdiction          (I.R.S. Employer
     of incorporation)                Identification No.)
                                   
     100 N. Tampa Street, Suite 3575, Tampa, Florida 33602
      (Address of principal executive offices) (zip code)

              NONQUALIFIED STOCK OPTIONS ISSUABLE
             PURSUANT TO VARIOUS AGREEMENTS BETWEEN
           EXCAL ENTERPRISES, INC. AND W. CAREY WEBB,
                  W. ARIS NEWTON AND JOHN L. CASKEY
                    (Full title of the Plan)

                         W. Carey Webb
             President and Chief Executive Officer
                    Excal Enterprises, Inc.
                100 N. Tampa Street, Suite 3575
                      Tampa, Florida 33602
            (Name and address of agent for service)

                         (813) 224-0228
 (Telephone number, including area code, of agent for service)

                            Copy to:

                         Linda Y. Kelso
                         Julia B. Davis
                        Foley & Lardner
                        200 Laura Street
                  Jacksonville, Florida  32202
                         (904) 359-2000

                Calculation of Registration Fee
---------------------------------------------------------------------
Title of each                   Proposed      Proposed          
  class of                       maximum       maximum          
 securities         Amount      offering      aggregate     Amount of
    to be            to be        price       offering    registration
 registered       registered   per share       price           fee
----------------  ----------   ---------   -------------  ------------
Common Stock        547,500     $5.75(2)   $3,148,125(2)     $928.70
$0.001 par value   shares(1)                   

      (1)   Plus an indeterminate number of shares which  may  be
issued  as a result of anti-dilution provisions contained in  the
Plans.

      (2)   Pursuant to Rule 457(h) under the Securities  Act  of
1933,  as  amended, the amounts shown are based  on  (i)  250,000
shares subject to outstanding options having an exercise price of
$1.13  per  share;  (ii)  95,000 shares  subject  to  outstanding
options having an exercise price of $1.00 per share (iii)  20,000
shares subject to outstanding options having an exercise price of
$4.6875  per share; and (iv) 182,500 shares reserved  for  future
grants of reload options under outstanding option agreements, the
registration  fee for which has been calculated using  $5.75  per
share,  the  average of the closing bid and asked prices  of  the
registrant's  common  stock in the over  the  counter  market  as
reported  by  the National Quotation Bureau, Inc.  on  March  26,
1998.

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part
I  are  not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.

                            PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  following documents filed by the registrant  with  the
Securities and Exchange Commission are hereby incorporated herein
by reference:

           (a)   Annual Report on Form 10-KSB for the fiscal
     year ended June 30, 1997.

          (b)  All other reports filed by the Company pursuant to
     Section  13(a)  or 15(d) of the Securities Exchange  Act  of
     1934 since June 30, 1997.

           (c)   The description of the registrant's  Common
     Stock,  par value $0.001 per share set forth under  the
     caption "Description of Registrant's Securities  to  be
     Registered" in the Company's Registration Statement  on
     Form  8-A  (No.  0-17069) filed  under  the  Securities
     Exchange Act of 1934; and

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     None.

Item 6.   Indemnification of Directors and Officers.

      The  Delaware General Corporation Law (the "Delaware  Act")
and   the  registrant's  Amended  and  Restated  Certificate   of
Incorporation  permit the registrant to indemnify  a  present  or
former director or officer of the corporation (and certain  other
persons  serving  at  the request of the corporation  in  related
capacities) for liabilities, including legal expenses, arising by
reason of the service in such capacity if such person shall  have
acted in good faith and in a manner reasonably believed to be  in
or  not opposed to the best interests of the corporation, and  in
any criminal proceeding if such person had no reasonable cause to
believe his conduct was unlawful. However, in the case of actions
brought by or in the right of the corporation, no indemnification
may  be made with respect to any matter as to which such director
or  officer  shall have been adjudged liable, except  in  certain
limited circumstances.

      The  registrant has entered into indemnification agreements
with  certain  of  its current or former executive  officers  and
directors    providing   for   indemnification   under    certain
circumstances.

      The  registrant  has a standard policy  of  directors'  and
officers  liability insurance covering directors and officers  of
the  corporation with respect to liabilities incurred as a result
of their service in such capacities.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

          4A.  Employment Agreement between the registrant and W.
          Carey  Webb  dated  August 15, 1994 (Filed  as  Exhibit
          10(u)  to  the registrant's Form 10-KSB for the  fiscal
          year  ended  June 30, 1994 and incorporated  herein  by
          reference)

          4B.   First  Amendment to Employment Agreement  between
          the  registrant  and  Carey Webb dated  April  3,  1996
          (Filed  as Exhibit 10.6 to the registrant's Form 10-KSB
          for  the  year  ended  June 30, 1996  and  incorporated
          herein by reference)

          4C.   Nonqualified Stock Option Agreement  between  the
          registrant and Carey Webb dated February 18, 1998

          4D.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4E.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          4F.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4G.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          5.    Opinion of Foley & Lardner as to the legality  of
          the securities to be issued

          23A.  Consent of Foley & Lardner (included  in  Opinion
          filed as Exhibit 5)

  23B.    Consent of Pender Newkirk & Company

    24.     Power of Attorney (included on signature page of this
registration statement)

Item 9.   Undertakings

The undersigned hereby undertakes:

  (1)     To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement  or  any  material change to such  information  in  the
registration statement.

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

   (3)      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.

   (4)      That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant  to  Section 13(a) or Section 15(d) of the Exchange  Act
that  is  incorporated by reference in the registration statement
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.

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

                           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 Tampa, State of Florida, on March 16, 1998.


                              EXCAL ENTERPRISES, INC.


                              By   /s/ W. Carey Webb
                                 W.  Carey  Webb,  President  and
Chief Executive Officer

                   SPECIAL POWER OF ATTORNEY

      KNOW  ALL  MEN  BY THESE PRESENTS, that each  person  whose
signature  appears  on  the Signature Page to  this  registration
statement  constitutes and appoints W. Carey  Webb  and  R.  Park
Newton, III, and each or any of them, his or her true and  lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place  and
stead,  in  any and all capacities to sign any and all amendments
(including   post-effective  amendments  to   this   registration
statement and any and all registration statements filed  pursuant
to Rule 462(b) under the Securities Act of 1933), and to file the
same,  with  all  exhibits  and  other  documents  in  connection
therewith,  with  the  Securities and  Exchange  Commission,  and
grants  unto  said attorneys-in-fact and agents, full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises,  as
fully to all intents and purposes as he or she might or could  do
in   person,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  or  his  or  her  substitute   or
substitutes may lawfully do or cause to be done by virtue hereof.

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



Date:  March 16, 1998                           /s/ W. Carey Webb
                               W. Carey Webb, President and Chief
Executive Officer



Date: March 16, 1998                      /s/ R. Park Newton, III
                               R.  Park Newton, III, Chairman  of
the Board and Director



Date: March 16, 1998                        /s/ Timothy R. Barnes
                               Timothy R. Barnes, Vice President,
Chief Financial
                               Officer  and Principal  Accounting
Officer





Date: March 16, 1998                           /s/ W. Aris Newton
                              W. Aris Newton, Director



Date: March 16, 1998                           /s/ John L. Caskey
                              John L. Caskey, Director

                         EXHIBIT INDEX

Item 8.   Exhibits.

          4A.  Employment Agreement between the registrant and W.
          Carey  Webb  dated  August 15, 1994 (Filed  as  Exhibit
          10(u)  to  the registrant's Form 10-KSB for the  fiscal
          year  ended  June 30, 1994 and incorporated  herein  by
          reference)

          4B.   First  Amendment to Employment Agreement  between
          the  registrant  and  Carey Webb dated  April  3,  1996
          (Filed  as Exhibit 10.6 to the registrant's Form 10-KSB
          for  the  year  ended  June 30, 1996  and  incorporated
          herein by reference)

          4C.   Nonqualified Stock Option Agreement  between  the
          registrant and Carey Webb dated February 18, 1998

          4D.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4E.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          4F.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4G.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          5.    Opinion of Foley & Lardner as to the legality  of
          the securities to be issued

          23A.  Consent of Foley & Lardner (included  in  Opinion
          filed as Exhibit 5)

  23B.    Consent of Pender Newkirk & Company

   24.   Power  of Attorney (included on signature page  of  this
     registration statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15197}]
{"company-data": {"conformed-name": "EXCAL ENTERPRISES INC", "cik": "0000832813", "assigned-sic": "3559", "irs-number": "592855398", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51265", "film-number": "98603401"}, "business-address": {"street1": "100 N TAMPA ST", "street2": "STE 3575", "city": "TAMPA", "state": "FL", "zip": "33602", "phone": "8132240228"}, "mail-address": {"street1": "100 NORTH TAMPA ST SUITE 3575", "street2": "100 NORTH TAMPA ST SUITE 3575", "city": "TAMPA", "state": "FL", "zip": "33602"}, "former-company": {"former-conformed-name": "ASSIX INTERNATIONAL INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    EXCAL ENTERPRISES, INC.
     (Exact Name of registrant as specified in its charter)

         Delaware                        59-2855398
(State or other jurisdiction          (I.R.S. Employer
     of incorporation)                Identification No.)
                                   
     100 N. Tampa Street, Suite 3575, Tampa, Florida 33602
      (Address of principal executive offices) (zip code)

              NONQUALIFIED STOCK OPTIONS ISSUABLE
             PURSUANT TO VARIOUS AGREEMENTS BETWEEN
           EXCAL ENTERPRISES, INC. AND W. CAREY WEBB,
                  W. ARIS NEWTON AND JOHN L. CASKEY
                    (Full title of the Plan)

                         W. Carey Webb
             President and Chief Executive Officer
                    Excal Enterprises, Inc.
                100 N. Tampa Street, Suite 3575
                      Tampa, Florida 33602
            (Name and address of agent for service)

                         (813) 224-0228
 (Telephone number, including area code, of agent for service)

                            Copy to:

                         Linda Y. Kelso
                         Julia B. Davis
                        Foley & Lardner
                        200 Laura Street
                  Jacksonville, Florida  32202
                         (904) 359-2000

                Calculation of Registration Fee
---------------------------------------------------------------------
Title of each                   Proposed      Proposed          
  class of                       maximum       maximum          
 securities         Amount      offering      aggregate     Amount of
    to be            to be        price       offering    registration
 registered       registered   per share       price           fee
----------------  ----------   ---------   -------------  ------------
Common Stock        547,500     $5.75(2)   $3,148,125(2)     $928.70
$0.001 par value   shares(1)                   

      (1)   Plus an indeterminate number of shares which  may  be
issued  as a result of anti-dilution provisions contained in  the
Plans.

      (2)   Pursuant to Rule 457(h) under the Securities  Act  of
1933,  as  amended, the amounts shown are based  on  (i)  250,000
shares subject to outstanding options having an exercise price of
$1.13  per  share;  (ii)  95,000 shares  subject  to  outstanding
options having an exercise price of $1.00 per share (iii)  20,000
shares subject to outstanding options having an exercise price of
$4.6875  per share; and (iv) 182,500 shares reserved  for  future
grants of reload options under outstanding option agreements, the
registration  fee for which has been calculated using  $5.75  per
share,  the  average of the closing bid and asked prices  of  the
registrant's  common  stock in the over  the  counter  market  as
reported  by  the National Quotation Bureau, Inc.  on  March  26,
1998.

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part
I  are  not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.

                            PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  following documents filed by the registrant  with  the
Securities and Exchange Commission are hereby incorporated herein
by reference:

           (a)   Annual Report on Form 10-KSB for the fiscal
     year ended June 30, 1997.

          (b)  All other reports filed by the Company pursuant to
     Section  13(a)  or 15(d) of the Securities Exchange  Act  of
     1934 since June 30, 1997.

           (c)   The description of the registrant's  Common
     Stock,  par value $0.001 per share set forth under  the
     caption "Description of Registrant's Securities  to  be
     Registered" in the Company's Registration Statement  on
     Form  8-A  (No.  0-17069) filed  under  the  Securities
     Exchange Act of 1934; and

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     None.

Item 6.   Indemnification of Directors and Officers.

      The  Delaware General Corporation Law (the "Delaware  Act")
and   the  registrant's  Amended  and  Restated  Certificate   of
Incorporation  permit the registrant to indemnify  a  present  or
former director or officer of the corporation (and certain  other
persons  serving  at  the request of the corporation  in  related
capacities) for liabilities, including legal expenses, arising by
reason of the service in such capacity if such person shall  have
acted in good faith and in a manner reasonably believed to be  in
or  not opposed to the best interests of the corporation, and  in
any criminal proceeding if such person had no reasonable cause to
believe his conduct was unlawful. However, in the case of actions
brought by or in the right of the corporation, no indemnification
may  be made with respect to any matter as to which such director
or  officer  shall have been adjudged liable, except  in  certain
limited circumstances.

      The  registrant has entered into indemnification agreements
with  certain  of  its current or former executive  officers  and
directors    providing   for   indemnification   under    certain
circumstances.

      The  registrant  has a standard policy  of  directors'  and
officers  liability insurance covering directors and officers  of
the  corporation with respect to liabilities incurred as a result
of their service in such capacities.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

          4A.  Employment Agreement between the registrant and W.
          Carey  Webb  dated  August 15, 1994 (Filed  as  Exhibit
          10(u)  to  the registrant's Form 10-KSB for the  fiscal
          year  ended  June 30, 1994 and incorporated  herein  by
          reference)

          4B.   First  Amendment to Employment Agreement  between
          the  registrant  and  Carey Webb dated  April  3,  1996
          (Filed  as Exhibit 10.6 to the registrant's Form 10-KSB
          for  the  year  ended  June 30, 1996  and  incorporated
          herein by reference)

          4C.   Nonqualified Stock Option Agreement  between  the
          registrant and Carey Webb dated February 18, 1998

          4D.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4E.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          4F.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4G.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          5.    Opinion of Foley & Lardner as to the legality  of
          the securities to be issued

          23A.  Consent of Foley & Lardner (included  in  Opinion
          filed as Exhibit 5)

  23B.    Consent of Pender Newkirk & Company

    24.     Power of Attorney (included on signature page of this
registration statement)

Item 9.   Undertakings

The undersigned hereby undertakes:

  (1)     To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement  or  any  material change to such  information  in  the
registration statement.

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

   (3)      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.

   (4)      That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant  to  Section 13(a) or Section 15(d) of the Exchange  Act
that  is  incorporated by reference in the registration statement
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.

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

                           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 Tampa, State of Florida, on March 16, 1998.

                              EXCAL ENTERPRISES, INC.

                              By   /s/ W. Carey Webb
                                 W.  Carey  Webb,  President  and
Chief Executive Officer

                   SPECIAL POWER OF ATTORNEY

      KNOW  ALL  MEN  BY THESE PRESENTS, that each  person  whose
signature  appears  on  the Signature Page to  this  registration
statement  constitutes and appoints W. Carey  Webb  and  R.  Park
Newton, III, and each or any of them, his or her true and  lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place  and
stead,  in  any and all capacities to sign any and all amendments
(including   post-effective  amendments  to   this   registration
statement and any and all registration statements filed  pursuant
to Rule 462(b) under the Securities Act of 1933), and to file the
same,  with  all  exhibits  and  other  documents  in  connection
therewith,  with  the  Securities and  Exchange  Commission,  and
grants  unto  said attorneys-in-fact and agents, full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises,  as
fully to all intents and purposes as he or she might or could  do
in   person,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  or  his  or  her  substitute   or
substitutes may lawfully do or cause to be done by virtue hereof.

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

Date:  March 16, 1998                           /s/ W. Carey Webb
                               W. Carey Webb, President and Chief
Executive Officer

Date: March 16, 1998                      /s/ R. Park Newton, III
                               R.  Park Newton, III, Chairman  of
the Board and Director

Date: March 16, 1998                        /s/ Timothy R. Barnes
                               Timothy R. Barnes, Vice President,
Chief Financial
                               Officer  and Principal  Accounting
Officer

Date: March 16, 1998                           /s/ W. Aris Newton
                              W. Aris Newton, Director

Date: March 16, 1998                           /s/ John L. Caskey
                              John L. Caskey, Director

                         EXHIBIT INDEX

Item 8.   Exhibits.

          4A.  Employment Agreement between the registrant and W.
          Carey  Webb  dated  August 15, 1994 (Filed  as  Exhibit
          10(u)  to  the registrant's Form 10-KSB for the  fiscal
          year  ended  June 30, 1994 and incorporated  herein  by
          reference)

          4B.   First  Amendment to Employment Agreement  between
          the  registrant  and  Carey Webb dated  April  3,  1996
          (Filed  as Exhibit 10.6 to the registrant's Form 10-KSB
          for  the  year  ended  June 30, 1996  and  incorporated
          herein by reference)

          4C.   Nonqualified Stock Option Agreement  between  the
          registrant and Carey Webb dated February 18, 1998

          4D.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4E.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          4F.   Nonqualified Stock Option Agreement  between  the
          registrant and Aris Newton dated February 18, 1998

          4G.   Nonqualified Stock Option Agreement  between  the
          registrant and John L. Caskey dated February 18, 1998

          5.    Opinion of Foley & Lardner as to the legality  of
          the securities to be issued

          23A.  Consent of Foley & Lardner (included  in  Opinion
          filed as Exhibit 5)

  23B.    Consent of Pender Newkirk & Company

   24.   Power  of Attorney (included on signature page  of  this
     registration statement)