REGISTRATION NO. 333 - _________
          

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CUMBERLAND TECHNOLOGIES, INC.
          -----------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                    Florida                            59-3094503
          --------------------------------        -------------------------
          (State or other jurisdiction  of        (I.R.S.          Employer
          incorporation or organization)          Identification No.)
          

               4311 West Waters Avenue, Suite 401, Tampa, Florida 33614
          -----------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)

                                1991 Stock Option Plan
                  -------------------------------------------------
                               (Full title of the plan)

                                  Joseph M. Williams
                                      President
                            Cumberland Technologies, Inc.
                          4311 West Waters Avenue, Suite 401
                                 Tampa, Florida 33614
          -----------------------------------------------------------------
                       (Name and address of agent for service)

                                    (813) 885-2112
          -----------------------------------------------------------------
            (Telephone number, including area code, of agent for service)

                                       Copy to:
                                 Stephen D. Fox, Esq.
                             Arnall Golden & Gregory, LLP
                               2800 One Atlantic Center
                              1201 West Peachtree Street
                             Atlanta, Georgia 30309-3450
                              Telephone: (404) 873-8500
                              Facsimile: (404) 873-8501<PAGE>





          <TABLE>
          <CAPTION>
                              Calculation of Registration Fee
                              -------------------------------

                                               Proposed        Proposed
                                               maximium        maximium
                                               offering       aggregate
                Title of                       price per       offering       Amount of
             securities to   Amount to be      share <1>      price <1>     registration
             be registered    registered         <F1>            <F1>       fee <1> <F1>
             -------------   -------------   -------------  -------------   -------------

             <S>             <C>            <C>             <C>            <C>
             Common Stock,   400,000        N/A             $650,401        $181.00
             $.001 par       Shares
             value

             <FN>                                           
             <F1>

             <1> These calculations are estimated solely for the purposes of calculating
             the registration fee and are based (a) as to the 187,086 shares purchasable
             upon the exercise of options already granted, upon the prices at which such
             options may be exercised and (b) as to the remaining shares, on the basis of
             the average of the closing bid and asked price for the Common Stock in the
             NASDAQ market on February 1, 1999.
             </FN>

            /TABLE
<PAGE>





                                       PART II

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

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

               The following documents are incorporated by reference in the
          Registration Statement:

               (a)  The  Registrant's  Annual  Report  on   Form  10-K,  as
          amended, filed with respect to the Registrant's fiscal year ended
          December 31, 1997.

               (b)  The Quarterly  Reports on Form 10-Q  filed with respect
          to the  Registrant's quarterly periods  ended March 31,  June 30,
          and September 30, 1998.

               (c)  The description  of the  Registrant's Common Stock,  as
          such description  is set  forth in the  Registrant's registration
          statement filed under Section  12 of the Securities  Exchange Act
          of 1934 effected by filing of Form 10 (File 0- 19727).

               (d)  All  documents subsequently  filed  by  the  Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of  1934, prior  to the filing  of a  post-effective
          amendment to this registration statement which indicates that all
          of the  shares of Common  Stock offered have  been sold or  which
          deregisters all  of such shares  then remaining unsold,  shall be
          deemed  to  be incorporated  by  reference  in this  registration
          statement and to be a part hereof from the date of filing of such
          documents. Any statement contained  in a document incorporated or
          deemed  to be incorporated by reference herein shall be deemed to
          be  modified  or superseded  for  purposes  of this  registration
          statement to the extent  that a statement contained herein  or in
          any  other subsequently filed document which also is or is deemed
          to  be incorporated  by reference  herein modifies  or supersedes
          such  statement. Any  such  statement so  modified or  superseded
          shall  not be  deemed, except  as so  modified or  superseded, to
          constitute a part of this registration statement.

          Item 4.   Description of Securities.
          -------   --------------------------

               Not applicable.

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

               Not applicable.<PAGE>

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

               The  Florida General Corporation Law permits indemnification
          by  Cumberland of  any  director, officer,  employee or  agent of
          Cumberland  or person who is serving at Cumberland's request as a
          director, officer,  employee or agent of  another corporation, or
          other enterprise.  Section 607.0850  of the General Corporate Law
          of the State of Florida is set forth below:

               1.   A corporation shall have  power to indemnify any person
          who was or is a party to any proceeding (other than an action by,
          or in the right of, the corporation), by reason of  the fact that
          he  is or  was a  director, officer,  employee, or  agent  of the
          corporation   or  is  or  was  serving  at  the  request  of  the
          corporation as a director, officer, employee, or agent of another
          corporation,   partnership,  joint   venture,  trust,   or  other
          enterprise against  liability incurred  in  connection with  such
          proceeding,  including any  appeal thereof, if  he acted  in good
          faith and  in a manner  he reasonably believed  to be in,  or not
          opposed  to, the  best  interests of  the  corporation and,  with
          respect to any criminal  action or proceeding, had  no reasonable
          cause to believe his conduct was unlawful. The termination of any
          proceeding by judgment, order,  settlement, or conviction or upon
          a plea of nolo contenders or its equivalent shall not, of itself,
          create a  presumption that the person  did not act in  good faith
          and  in a manner  which he reasonably  believed to be  in, or not
          opposed to, the best interest of the corporation or, with respect
          to  any criminal  action or  proceeding, had reasonable  cause to
          believe that his conduct was unlawful.

               2.   A corporation shall have power to indemnify any person,
          who was or is a party to any proceeding by or in the right of the
          corporation to procure  a judgment in its favor  by reason of the
          fact that he is or was a director, of officer, employee, or agent
          of  the corporation or  is or was  serving at the  request of the
          corporation as a director, officer, employee, or agent of another
          corporation,   partnership,  joint   venture,  trust,   or  other
          enterprise, against  expenses and amounts paid  in settlement not
          exceeding,  in  the  judgment  of  the board  of  directors,  the
          estimated  expense of  litigating the  proceeding  to conclusion,
          actually and  reasonably incurred in connection  with the defense
          or settlement  of such proceeding, including  any appeal thereof.
          Such indemnification shall be authorized  if such person acted in
          good faith  and in a manner  he reasonably believed to  be in, or
          not  opposed to,  the best interests  of the  corporation, except
          that no  indemnification shall be  made under this  subsection in
          respect of  any claim, issue, or  matter as to which  such person
          shall  have been adjudged  to be liable  unless, and  only to the
          extent that, the court  in which such proceeding was  brought, or
          any other  court of competent jurisdiction,  shall determine upon
          application that,  despite the  adjudication of liability  but in
          view of all circumstances of the  case, such person is fairly and
          reasonably  entitled to  indemnity for  such expenses  which such<PAGE>
          court shall deem proper.<PAGE>

               3.   To the  extent that  a director, officer,  employee, or
          agent  of  a corporation  has been  successful  on the  merits or
          otherwise in defense of any  proceeding referred to in subsection
          (1) or  subsection (2),  or in  defense of  any claim,  issue, or
          matter therein, he shall be indemnified against expenses actually
          and reasonably incurred by him in connection therewith.

               4.   Any indemnification under  subsection (1) or subsection
          (2), unless pursuant to a determination by a court, shall be made
          by the corporation only as authorized in the specific case upon a
          determination  that  indemnification  of the  director,  officer,
          employee,  or agent is proper in the circumstances because he has
          met the applicable  standard of conduct  set forth in  subsection
          (1) or subsection (2).  Such determination shall be made:

                    (a)  By  the board of directors by a majority vote of a
          quorum  consisting of  directors  who were  not  parties to  such
          proceeding;

                    (b)  If  such a  quorum is  not obtainable or,  even if
          obtainable, by  majority vote of  a committee duly  designated by
          the  board of directors (in  which directors who  are parties may
          participate) consisting  solely of two  or more directors  not at
          the time parties to the proceeding;

                    (c)  By independent legal counsel:

                         (i)  Selected by the board of directors prescribed
                    in paragraph (a) or  the committee prescribed paragraph
                    (b); or

                         (ii) If  a  quorum  of  the  directors  cannot  be
          obtained for paragraph (a) and the committee cannot be designated
          under  paragraph (b), selected by majority vote of the full board
          of   directors  (in   which   directors  who   are  parties   may
          participate); or

                    (d)  By the shareholders by a majority vote of a quorum
          consisting  of   shareholders  who  were  not   parties  to  such
          proceeding or, if  no such  quorum is obtainable,  by a  majority
          vote of shareholders who were not parties to such proceeding.

               5.   Evaluation   of  the  reasonableness  of  expenses  and
          authorization of indemnification shall be made in the same manner
          as   the  determination  that   indemnification  is  permissible.
          However,  if  the  determination  of permissibility  is  made  by
          independent legal counsel, persons specified  by paragraph (4)(c)
          shall evaluate  the reasonableness of expenses  and may authorize
          indemnification.<PAGE>

               6.   Expenses  incurred   by  an  officer  or   director  in
          defending  a  civil or  criminal proceeding  may  be paid  by the
          corporation  in   advance  of  the  final   disposition  of  such
          proceeding upon receipt of an undertaking by or on behalf of such
          director  or officer  to repay  such amount  if he  is ultimately
          found  not to be  entitled to indemnification  by the corporation
          pursuant to  this section.  Expenses incurred by  other employees
          and agents may be paid in  advance upon such terms or  conditions
          that the board of directors deems appropriate.

               7.   The   indemnification   and  advancement   of  expenses
          provided  pursuant  to this  section  are  not exclusive,  and  a
          corporation  may make  any  other or  further indemnification  or
          advancement of  expenses of any  of its  directors, of  officers,
          employees,  or  agents,  under  any  bylaw,  agreement,  vote  of
          shareholders or disinterested directors, or otherwise, both as to
          action  in  his official  capacity and  as  to action  in another
          capacity while holding  such office. However,  indemnification or
          advancement of expenses shall not be made to or on  behalf of any
          director, officer,  employee, or  agent if  a  judgment or  other
          final adjudication establishes that  his actions, or omissions to
          act,  were material  to the  cause of  action so  adjudicated and
          constitute:

                    (a)  A  violation  of  the  criminal  law,  unless  the
          director,  officer, employee,  or agent  had reasonable  cause to
          believe  his conduct  was lawful  or had  no reasonable  cause to
          believe his conduct was unlawful;

                    (b)  A  transaction from  which the  director, officer,
          employee, or agent derived an improper personal benefit;

                    (c)  In the  case of  a director, a  circumstance under
          which the liability provisions of s. 6070834 are applicable; or

                    (d)  Willful  misconduct or  a conscious  disregard for
          the best  interests of the corporation  in a proceeding by  or in
          the right of the corporation to procure a  judgement in its favor
          or in a proceeding by or in the right of a shareholder.

               8.   Indemnification and advancement of expenses as provided
          in this section shall continue as, unless otherwise provided when
          authorized  or  ratified, to  a  person who  has ceased  to  be a
          director,  officer, employee,  or agent  and shall  inure to  the
          benefit  of the heirs,  executors, and  administrators of  such a
          person, unless otherwise provided when authorized or ratified.

               9.   Unless  the  corporation's  articles  of  incorporation
          provide  otherwise, notwithstanding the  failure of a corporation
          to   provide   indemnification,    and   despite   any   contrary
          determination of the board or of the shareholders in the specific
          case, a director,  officer, employee, or agent of the corporation
          who  is   or  was  a  party   to  a  proceeding  may   apply  for
          indemnification or advancement of expenses, or both, to the court<PAGE>
          conducting the proceeding,  to the circuit  court, or to  another
          court of competent jurisdiction.<PAGE>

          On  receipt of an application, the court, after giving any notice
          that  it  considers  necessary,  may  order  indemnification  and
          advancement of  expenses, including expenses incurred  in seeking
          court-ordered indemnification or  advancement of expenses,  if it
          determines that:

                    (a)  The  director,  officer,  employee,  or  agent  is
          entitled to  mandatory indemnification  under subsection  (3), in
          which case the court shall also  order the corporation to pay the
          director  reasonable expenses incurred in obtaining court-ordered
          indemnification or advancement of expenses;

                    (b)  The  director,  officer,  employee,  or  agent  is
          entitled to indemnification or  advancement of expenses, or both,
          by  virtue  of  the exercise  by  the  corporation  of its  power
          pursuant to subsection (7); or

                    (c)  The  director,  officer,  employee,  or  agent  is
          fairly and reasonably entitled to  indemnification or advancement
          of  expenses, or both, in view of all the relevant circumstances,
          regardless of whether such person met the standard of conduct set
          forth in subsection (1), subsection (2), or subsection (7).

               10.  For purposes  of this  section, the  term "corporation"
          includes,   in  addition   to  the  resulting   corporation,  any
          constituent   corporation  (including   any   constituent  of   a
          constituent) absorbed in a consolidation  or merger, so that  any
          person who is or was a director, officer, employee, or agent of a
          constituent corporation, or is or was serving at the request of a
          constituent  corporation as  a  director, officer,  employee,  or
          agent of another corporation,  partnership, joint venture, trust,
          or other enterprise, is  in the same position under  this section
          with  respect to  the resulting  or  surviving corporation  as he
          would have with  respect to such  constituent corporation if  its
          separate existence had continued.

               11.  For purposes of this section:

                    (a)  The  term  "other  enterprises" includes  employee
                         benefit plans;

                    (b)  The   term   "expenses"  includes   counsel  fees,
                         including those for appeal;

                    (c)  The term "liability" includes obligations to pay a
          judgment,  settlement,  penalty, fine  (including  an excise  tax
          assessed with respect to any employee benefit plan), and expenses
          actually and reasonably incurred with respect to a proceeding;

                    (d)  The  term  "proceeding"  includes any  threatened,
          pending,  or completed action, suit, or other type of proceeding,
          whether  civil,  criminal, administrative,  or  investigative and
          whether formal or informal;<PAGE>

                    (e)  The term "agent" includes a volunteer;

                    (f)  The   term  "serving   at  the   request  of   the
          corporation"   includes  any  service  as  a  director,  officer,
          employee, or agent of the corporation that imposes duties on such
          persons, including  duties relating  to an employee  benefit plan
          and its participants or beneficiaries; and

                    (g)  The term "not opposed to the best  interest of the
          corporation" describes the actions  of a person who acts  in good
          faith and  in a manner he  reasonably believes to be  in the best
          interests of  the participants  and beneficiaries of  an employee
          benefit plan.

               12.  A corporation shall have power to purchase and maintain
          insurance on  behalf  of any  person who  is or  was a  director,
          officer,  employee,  or agent  of the  corporation  or is  or was
          serving at the request of the corporation as a director, officer,
          employee,  or  agent of  another corporation,  partnership, joint
          venture,  trust,   or  other  enterprise  against  any  liability
          asserted against him and incurred by him  in any such capacity or
          arising   out  of  this  status  as  such,  whether  or  not  the
          corporation would  have the power  to indemnify him  against such
          liability under the provisions of this section.

               Cumberland's  Articles of  Incorporation and  Bylaws provide
          that  Cumberland shall, to  the fullest  extent permitted  by the
          laws of the  State of Florida,  indemnify any director,  officer,
          and  employee of  Cumberland  against expenses  incurred by  such
          person  by  reason of  the  fact  that he  serves  or has  served
          Cumberland in such capacity.

               Cumberland's Bylaws provide  that Cumberland  shall, to  the
          fullest extent permitted  by the  laws of the  State of  Florida,
          indemnify  each officer or  director against  expenses (including
          attorney's fees),  judgments, taxes,  fines, and amounts  paid in
          settlement incurred by him in connection with, and shall  advance
          expenses  (including   attorney's  fees)   incurred  by   him  in
          defending, any  threatened, pending or completed  action, suit or
          proceeding   (whether   civil,   criminal,    administrative   or
          investigative)  through which he is, or is threatened to be made,
          a  party  by  reason  of  his being  a  director  or  officer  of
          Cumberland, or his  serving or  having served at  the request  of
          Cumberland as a director, officer,  partner, employee or agent of
          another corporation,  partnership, joint venture, trust  or other
          enterprise.

               Indemnification under Cumberland's Articles of Incorporation
          and  Bylaws is nonexclusive of  any other right  such persons may
          have  under statute, agreement, bylaw  or action of  the Board of
          Directors or shareholders of the corporation.

          Item 7.   Exemption from Registration Claimed.
          -------   ------------------------------------<PAGE>

               Not applicable.<PAGE>


          Item 8.        Exhibits.
          -------        ---------

          Exhibit No.    Exhibit
          -----------    -------

          3.1            Articles  of  Incorporation   of  the   Registrant
                         (incorporated herein by  reference to Exhibit 3(a)
                         filed with the Registrant's Registration Statement
                         on Form 10 (File No. 0-19727))

          3.2            Bylaws  of  Registrant  (incorporated   herein  by
                         reference   to   Exhibit  3(b)   filed   with  the
                         Registrant's         Registration   Statement   on
                         Form 10 (File No. 0- 19727))

          5*             Opinion of Arnall Golden  & Gregory, LLP regarding
                         legality

          10.1           1991  Stock Option  Plan  (incorporated herein  by
                         reference   to  Exhibit   10(c)  filed   with  the
                         Registrant's  Registration  Statement  on Form  10
                         (File No. 0-19727))

          23.1*          Consent  of Arnall Golden & Gregory LLP (included
                         as part of Exhibit 5 hereto)

          23.2*          Consent of Ernst & Young, LLP

          24*            Power  of  Attorney  (included  as  part  of   the
                         signature page hereto)

          *    Included with this filing.

          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) 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:<PAGE>

                         (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 paragraph  (a)(l)(i) and
                         (a)(l)(ii)  shall  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  registration  by  means  of  a   post-
          effective amendment any of  the securities being registered which
          remain unsold at the termination of the offering.

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

               (c)  Insofar  as  indemnification  for  liabilities  arising
          under the Securities Act  of 1933 may be permitted  to directors,
          officers and  controlling persons  of the Registrant  pursuant to
          the provisions described in Item 6,  or otherwise, the Registrant
          has  been advised  that  in the  opinion  of the  Securities  and
          Exchange Commission such indemnification is against public policy
          as  expressed in the Act and is, therefore, 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
          proceedings) 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.<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 Tampa, State of Florida on  February 1, 1999.

                                           CUMBERLAND TECHNOLOGIES, INC.


                                           By:  /s/ Joseph M. Williams
                                           ------------------------------
                                           Joseph M. Williams, President

               KNOW  ALL MEN  BY  THESE PRESENTS,  that  each person  whose
          signature  appears  below  constitutes  and  appoints Francis  M.
          Williams, Joseph M. Williams and Carol S. Black and each of them,
          his true and lawful attorneys-in-fact and agents, with full power
          of substitution  and  resubstitution for  him  and in  his  name,
          place, and stead, in any and all capacities, to sign  any and all
          amendments   (including   post-effective  amendments)   to   this
          Registration Statement, and to file  the same, with all  exhibits
          thereto, and other  documents in connection  therewith, with  the
          Securities and Exchange Commission, granting unto said attorneys-
          in-fact and agents, and each of them, full power and authority to
          do  and perform  each  and  every  act and  thing  requisite  and
          necessary to  be done in and  about the premises, as  he might or
          could do in person, hereby ratifying and confirming all that said
          attorneys-in-fact  and agents,  or any of  them, or  their or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.<PAGE>

               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:     February 1, 1999      By:  /s/ Joseph M. Williams
                                           ------------------------------
                                           Joseph M. Williams, President

           
           Date:     February 1, 1999      By:  /s/ Francis M. Williams
                                           ------------------------------
                                           Francis M. Williams, Chairman
                                           of the Board

           
           Date:     February 1, 1999      By:  /s/ George A. Chandler
                                           ------------------------------
                                           George A. Chandler, Director
           
           Date:     February 1, 1999      By:  /s/ Andrew J. Cohen
                                           ------------------------------
                                           Andrew J. Cohen, Director

           
           Date:     February 1, 1999      By:  /s/ Carol S. Black
                                           ------------------------------
                                           Carol S. Black, Secretary
                                           (Principal Financial and
                                           Accounting Officer)<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                          EXHIBITS TO REGISTRATION STATEMENT

                                     ON FORM S-8<PAGE>





                                    EXHIBIT INDEX
                                    -------------


          Exhibit No.         Exhibit
          -----------         -------

          3.1                 Articles of Incorporation  of the  Registrant
                              (incorporated herein by reference  to Exhibit
                              3(a) filed with the Registrant's Registration
                              Statement on Form 10 (File No. 0- 19727))

          3.2                 Bylaws of Registrant (incorporated  herein by
                              reference  to  Exhibit  3(b) filed  with  the
                              Registrant's  Registration Statement  on Form
                              10 (File No. 0-19727))

          5*                  Opinion  of  Arnall  Golden  &  Gregory,  LLP
                              regarding legality

          10.1                1991 Stock Option  Plan (incorporated  herein
                              by reference to Exhibit  10(c) filed with the
                              Registrant's  Registration Statement  on Form
                              10 (File No. 0-19727))

          23.1*               Consent  of  Arnall  Golden  &  Gregory,  LLP
                              (included as part of Exhibit 5 hereto)

          23.2*               Consent of Ernst & Young LLP

          24*                 Power of  Attorney (included  as part  of the
                              signature page hereto)

          *    Included with this filing.<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34731}]
{"company-data": {"conformed-name": "CUMBERLAND TECHNOLOGIES INC", "cik": "0000882087", "assigned-sic": "6331", "irs-number": "593094503", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71537", "film-number": "99518391"}, "business-address": {"street1": "4311 WEST WATERS AAVENUE SUITE 501", "city": "TAMPA", "state": "FL", "zip": "33614", "phone": "8175980546"}, "mail-address": {"street1": "4311 WEST WATERS AVENUE", "street2": "SUITE 501", "city": "TAMPA", "state": "FL", "zip": "33614"}, "former-company": {"former-conformed-name": "CUMBERLAND HOLDINGS INC", "date-changed": "19930328"}}
REGISTRATION NO. 333 - _________
          

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CUMBERLAND TECHNOLOGIES, INC.
          -----------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                    Florida                            59-3094503
          --------------------------------        -------------------------
          (State or other jurisdiction  of        (I.R.S.          Employer
          incorporation or organization)          Identification No.)
          

               4311 West Waters Avenue, Suite 401, Tampa, Florida 33614
          -----------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)

                                1991 Stock Option Plan
                  -------------------------------------------------
                               (Full title of the plan)

                                  Joseph M. Williams
                                      President
                            Cumberland Technologies, Inc.
                          4311 West Waters Avenue, Suite 401
                                 Tampa, Florida 33614
          -----------------------------------------------------------------
                       (Name and address of agent for service)

                                    (813) 885-2112
          -----------------------------------------------------------------
            (Telephone number, including area code, of agent for service)

                                       Copy to:
                                 Stephen D. Fox, Esq.
                             Arnall Golden & Gregory, LLP
                               2800 One Atlantic Center
                              1201 West Peachtree Street
                             Atlanta, Georgia 30309-3450
                              Telephone: (404) 873-8500
                              Facsimile: (404) 873-8501
Calculation of Registration Fee
                              -------------------------------

                                               Proposed        Proposed
                                               maximium        maximium
                                               offering       aggregate
                Title of                       price per       offering       Amount of
             securities to   Amount to be      share <1>      price <1>     registration
             be registered    registered
fee <1>
-------------   -------------   -------------  -------------   -------------
Common Stock,   400,000        N/A             $650,401        $181.00
             $.001 par       Shares
             value
<1> These calculations are estimated solely for the purposes of calculating
             the registration fee and are based (a) as to the 187,086 shares purchasable
             upon the exercise of options already granted, upon the prices at which such
             options may be exercised and (b) as to the remaining shares, on the basis of
             the average of the closing bid and asked price for the Common Stock in the
             NASDAQ market on February 1, 1999.
/TABLE
PART II

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

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

               The following documents are incorporated by reference in the
          Registration Statement:

               (a)  The  Registrant's  Annual  Report  on   Form  10-K,  as
          amended, filed with respect to the Registrant's fiscal year ended
          December 31, 1997.

               (b)  The Quarterly  Reports on Form 10-Q  filed with respect
          to the  Registrant's quarterly periods  ended March 31,  June 30,
          and September 30, 1998.

               (c)  The description  of the  Registrant's Common Stock,  as
          such description  is set  forth in the  Registrant's registration
          statement filed under Section  12 of the Securities  Exchange Act
          of 1934 effected by filing of Form 10 (File 0- 19727).

               (d)  All  documents subsequently  filed  by  the  Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of  1934, prior  to the filing  of a  post-effective
          amendment to this registration statement which indicates that all
          of the  shares of Common  Stock offered have  been sold or  which
          deregisters all  of such shares  then remaining unsold,  shall be
          deemed  to  be incorporated  by  reference  in this  registration
          statement and to be a part hereof from the date of filing of such
          documents. Any statement contained  in a document incorporated or
          deemed  to be incorporated by reference herein shall be deemed to
          be  modified  or superseded  for  purposes  of this  registration
          statement to the extent  that a statement contained herein  or in
          any  other subsequently filed document which also is or is deemed
          to  be incorporated  by reference  herein modifies  or supersedes
          such  statement. Any  such  statement so  modified or  superseded
          shall  not be  deemed, except  as so  modified or  superseded, to
          constitute a part of this registration statement.

          Item 4.   Description of Securities.
          -------   --------------------------

               Not applicable.

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

               Not applicable.
Item 6.   Indemnification of Directors and Officers.
          -------   ------------------------------------------

               The  Florida General Corporation Law permits indemnification
          by  Cumberland of  any  director, officer,  employee or  agent of
          Cumberland  or person who is serving at Cumberland's request as a
          director, officer,  employee or agent of  another corporation, or
          other enterprise.  Section 607.0850  of the General Corporate Law
          of the State of Florida is set forth below:

               1.   A corporation shall have  power to indemnify any person
          who was or is a party to any proceeding (other than an action by,
          or in the right of, the corporation), by reason of  the fact that
          he  is or  was a  director, officer,  employee, or  agent  of the
          corporation   or  is  or  was  serving  at  the  request  of  the
          corporation as a director, officer, employee, or agent of another
          corporation,   partnership,  joint   venture,  trust,   or  other
          enterprise against  liability incurred  in  connection with  such
          proceeding,  including any  appeal thereof, if  he acted  in good
          faith and  in a manner  he reasonably believed  to be in,  or not
          opposed  to, the  best  interests of  the  corporation and,  with
          respect to any criminal  action or proceeding, had  no reasonable
          cause to believe his conduct was unlawful. The termination of any
          proceeding by judgment, order,  settlement, or conviction or upon
          a plea of nolo contenders or its equivalent shall not, of itself,
          create a  presumption that the person  did not act in  good faith
          and  in a manner  which he reasonably  believed to be  in, or not
          opposed to, the best interest of the corporation or, with respect
          to  any criminal  action or  proceeding, had reasonable  cause to
          believe that his conduct was unlawful.

               2.   A corporation shall have power to indemnify any person,
          who was or is a party to any proceeding by or in the right of the
          corporation to procure  a judgment in its favor  by reason of the
          fact that he is or was a director, of officer, employee, or agent
          of  the corporation or  is or was  serving at the  request of the
          corporation as a director, officer, employee, or agent of another
          corporation,   partnership,  joint   venture,  trust,   or  other
          enterprise, against  expenses and amounts paid  in settlement not
          exceeding,  in  the  judgment  of  the board  of  directors,  the
          estimated  expense of  litigating the  proceeding  to conclusion,
          actually and  reasonably incurred in connection  with the defense
          or settlement  of such proceeding, including  any appeal thereof.
          Such indemnification shall be authorized  if such person acted in
          good faith  and in a manner  he reasonably believed to  be in, or
          not  opposed to,  the best interests  of the  corporation, except
          that no  indemnification shall be  made under this  subsection in
          respect of  any claim, issue, or  matter as to which  such person
          shall  have been adjudged  to be liable  unless, and  only to the
          extent that, the court  in which such proceeding was  brought, or
          any other  court of competent jurisdiction,  shall determine upon
          application that,  despite the  adjudication of liability  but in
          view of all circumstances of the  case, such person is fairly and
          reasonably  entitled to  indemnity for  such expenses  which such
court shall deem proper.
3.   To the  extent that  a director, officer,  employee, or
          agent  of  a corporation  has been  successful  on the  merits or
          otherwise in defense of any  proceeding referred to in subsection
          (1) or  subsection (2),  or in  defense of  any claim,  issue, or
          matter therein, he shall be indemnified against expenses actually
          and reasonably incurred by him in connection therewith.

               4.   Any indemnification under  subsection (1) or subsection
          (2), unless pursuant to a determination by a court, shall be made
          by the corporation only as authorized in the specific case upon a
          determination  that  indemnification  of the  director,  officer,
          employee,  or agent is proper in the circumstances because he has
          met the applicable  standard of conduct  set forth in  subsection
          (1) or subsection (2).  Such determination shall be made:

                    (a)  By  the board of directors by a majority vote of a
          quorum  consisting of  directors  who were  not  parties to  such
          proceeding;

                    (b)  If  such a  quorum is  not obtainable or,  even if
          obtainable, by  majority vote of  a committee duly  designated by
          the  board of directors (in  which directors who  are parties may
          participate) consisting  solely of two  or more directors  not at
          the time parties to the proceeding;

                    (c)  By independent legal counsel:

                         (i)  Selected by the board of directors prescribed
                    in paragraph (a) or  the committee prescribed paragraph
                    (b); or

                         (ii) If  a  quorum  of  the  directors  cannot  be
          obtained for paragraph (a) and the committee cannot be designated
          under  paragraph (b), selected by majority vote of the full board
          of   directors  (in   which   directors  who   are  parties   may
          participate); or

                    (d)  By the shareholders by a majority vote of a quorum
          consisting  of   shareholders  who  were  not   parties  to  such
          proceeding or, if  no such  quorum is obtainable,  by a  majority
          vote of shareholders who were not parties to such proceeding.

               5.   Evaluation   of  the  reasonableness  of  expenses  and
          authorization of indemnification shall be made in the same manner
          as   the  determination  that   indemnification  is  permissible.
          However,  if  the  determination  of permissibility  is  made  by
          independent legal counsel, persons specified  by paragraph (4)(c)
          shall evaluate  the reasonableness of expenses  and may authorize
          indemnification.
6.   Expenses  incurred   by  an  officer  or   director  in
          defending  a  civil or  criminal proceeding  may  be paid  by the
          corporation  in   advance  of  the  final   disposition  of  such
          proceeding upon receipt of an undertaking by or on behalf of such
          director  or officer  to repay  such amount  if he  is ultimately
          found  not to be  entitled to indemnification  by the corporation
          pursuant to  this section.  Expenses incurred by  other employees
          and agents may be paid in  advance upon such terms or  conditions
          that the board of directors deems appropriate.

               7.   The   indemnification   and  advancement   of  expenses
          provided  pursuant  to this  section  are  not exclusive,  and  a
          corporation  may make  any  other or  further indemnification  or
          advancement of  expenses of any  of its  directors, of  officers,
          employees,  or  agents,  under  any  bylaw,  agreement,  vote  of
          shareholders or disinterested directors, or otherwise, both as to
          action  in  his official  capacity and  as  to action  in another
          capacity while holding  such office. However,  indemnification or
          advancement of expenses shall not be made to or on  behalf of any
          director, officer,  employee, or  agent if  a  judgment or  other
          final adjudication establishes that  his actions, or omissions to
          act,  were material  to the  cause of  action so  adjudicated and
          constitute:

                    (a)  A  violation  of  the  criminal  law,  unless  the
          director,  officer, employee,  or agent  had reasonable  cause to
          believe  his conduct  was lawful  or had  no reasonable  cause to
          believe his conduct was unlawful;

                    (b)  A  transaction from  which the  director, officer,
          employee, or agent derived an improper personal benefit;

                    (c)  In the  case of  a director, a  circumstance under
          which the liability provisions of s. 6070834 are applicable; or

                    (d)  Willful  misconduct or  a conscious  disregard for
          the best  interests of the corporation  in a proceeding by  or in
          the right of the corporation to procure a  judgement in its favor
          or in a proceeding by or in the right of a shareholder.

               8.   Indemnification and advancement of expenses as provided
          in this section shall continue as, unless otherwise provided when
          authorized  or  ratified, to  a  person who  has ceased  to  be a
          director,  officer, employee,  or agent  and shall  inure to  the
          benefit  of the heirs,  executors, and  administrators of  such a
          person, unless otherwise provided when authorized or ratified.

               9.   Unless  the  corporation's  articles  of  incorporation
          provide  otherwise, notwithstanding the  failure of a corporation
          to   provide   indemnification,    and   despite   any   contrary
          determination of the board or of the shareholders in the specific
          case, a director,  officer, employee, or agent of the corporation
          who  is   or  was  a  party   to  a  proceeding  may   apply  for
          indemnification or advancement of expenses, or both, to the court
conducting the proceeding,  to the circuit  court, or to  another
          court of competent jurisdiction.
On  receipt of an application, the court, after giving any notice
          that  it  considers  necessary,  may  order  indemnification  and
          advancement of  expenses, including expenses incurred  in seeking
          court-ordered indemnification or  advancement of expenses,  if it
          determines that:

                    (a)  The  director,  officer,  employee,  or  agent  is
          entitled to  mandatory indemnification  under subsection  (3), in
          which case the court shall also  order the corporation to pay the
          director  reasonable expenses incurred in obtaining court-ordered
          indemnification or advancement of expenses;

                    (b)  The  director,  officer,  employee,  or  agent  is
          entitled to indemnification or  advancement of expenses, or both,
          by  virtue  of  the exercise  by  the  corporation  of its  power
          pursuant to subsection (7); or

                    (c)  The  director,  officer,  employee,  or  agent  is
          fairly and reasonably entitled to  indemnification or advancement
          of  expenses, or both, in view of all the relevant circumstances,
          regardless of whether such person met the standard of conduct set
          forth in subsection (1), subsection (2), or subsection (7).

               10.  For purposes  of this  section, the  term "corporation"
          includes,   in  addition   to  the  resulting   corporation,  any
          constituent   corporation  (including   any   constituent  of   a
          constituent) absorbed in a consolidation  or merger, so that  any
          person who is or was a director, officer, employee, or agent of a
          constituent corporation, or is or was serving at the request of a
          constituent  corporation as  a  director, officer,  employee,  or
          agent of another corporation,  partnership, joint venture, trust,
          or other enterprise, is  in the same position under  this section
          with  respect to  the resulting  or  surviving corporation  as he
          would have with  respect to such  constituent corporation if  its
          separate existence had continued.

               11.  For purposes of this section:

                    (a)  The  term  "other  enterprises" includes  employee
                         benefit plans;

                    (b)  The   term   "expenses"  includes   counsel  fees,
                         including those for appeal;

                    (c)  The term "liability" includes obligations to pay a
          judgment,  settlement,  penalty, fine  (including  an excise  tax
          assessed with respect to any employee benefit plan), and expenses
          actually and reasonably incurred with respect to a proceeding;

                    (d)  The  term  "proceeding"  includes any  threatened,
          pending,  or completed action, suit, or other type of proceeding,
          whether  civil,  criminal, administrative,  or  investigative and
          whether formal or informal;
(e)  The term "agent" includes a volunteer;

                    (f)  The   term  "serving   at  the   request  of   the
          corporation"   includes  any  service  as  a  director,  officer,
          employee, or agent of the corporation that imposes duties on such
          persons, including  duties relating  to an employee  benefit plan
          and its participants or beneficiaries; and

                    (g)  The term "not opposed to the best  interest of the
          corporation" describes the actions  of a person who acts  in good
          faith and  in a manner he  reasonably believes to be  in the best
          interests of  the participants  and beneficiaries of  an employee
          benefit plan.

               12.  A corporation shall have power to purchase and maintain
          insurance on  behalf  of any  person who  is or  was a  director,
          officer,  employee,  or agent  of the  corporation  or is  or was
          serving at the request of the corporation as a director, officer,
          employee,  or  agent of  another corporation,  partnership, joint
          venture,  trust,   or  other  enterprise  against  any  liability
          asserted against him and incurred by him  in any such capacity or
          arising   out  of  this  status  as  such,  whether  or  not  the
          corporation would  have the power  to indemnify him  against such
          liability under the provisions of this section.

               Cumberland's  Articles of  Incorporation and  Bylaws provide
          that  Cumberland shall, to  the fullest  extent permitted  by the
          laws of the  State of Florida,  indemnify any director,  officer,
          and  employee of  Cumberland  against expenses  incurred by  such
          person  by  reason of  the  fact  that he  serves  or has  served
          Cumberland in such capacity.

               Cumberland's Bylaws provide  that Cumberland  shall, to  the
          fullest extent permitted  by the  laws of the  State of  Florida,
          indemnify  each officer or  director against  expenses (including
          attorney's fees),  judgments, taxes,  fines, and amounts  paid in
          settlement incurred by him in connection with, and shall  advance
          expenses  (including   attorney's  fees)   incurred  by   him  in
          defending, any  threatened, pending or completed  action, suit or
          proceeding   (whether   civil,   criminal,    administrative   or
          investigative)  through which he is, or is threatened to be made,
          a  party  by  reason  of  his being  a  director  or  officer  of
          Cumberland, or his  serving or  having served at  the request  of
          Cumberland as a director, officer,  partner, employee or agent of
          another corporation,  partnership, joint venture, trust  or other
          enterprise.

               Indemnification under Cumberland's Articles of Incorporation
          and  Bylaws is nonexclusive of  any other right  such persons may
          have  under statute, agreement, bylaw  or action of  the Board of
          Directors or shareholders of the corporation.

          Item 7.   Exemption from Registration Claimed.
          -------   ------------------------------------
Not applicable.
Item 8.        Exhibits.
          -------        ---------

          Exhibit No.    Exhibit
          -----------    -------

          3.1            Articles  of  Incorporation   of  the   Registrant
                         (incorporated herein by  reference to Exhibit 3(a)
                         filed with the Registrant's Registration Statement
                         on Form 10 (File No. 0-19727))

          3.2            Bylaws  of  Registrant  (incorporated   herein  by
                         reference   to   Exhibit  3(b)   filed   with  the
                         Registrant's         Registration   Statement   on
                         Form 10 (File No. 0- 19727))

          5*             Opinion of Arnall Golden  & Gregory, LLP regarding
                         legality

          10.1           1991  Stock Option  Plan  (incorporated herein  by
                         reference   to  Exhibit   10(c)  filed   with  the
                         Registrant's  Registration  Statement  on Form  10
                         (File No. 0-19727))

          23.1*          Consent  of Arnall Golden & Gregory LLP (included
                         as part of Exhibit 5 hereto)

          23.2*          Consent of Ernst & Young, LLP

          24*            Power  of  Attorney  (included  as  part  of   the
                         signature page hereto)

          *    Included with this filing.

          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) 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 paragraph  (a)(l)(i) and
                         (a)(l)(ii)  shall  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  registration  by  means  of  a   post-
          effective amendment any of  the securities being registered which
          remain unsold at the termination of the offering.

               (b)  The undersigned registrant hereby undertakes  that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of  the registrant's annual report pursuant  to
          Section  13(a) or Section 15(d) of the Securities Exchange Act of
          1934 (and, where applicable,  each filing of an  employee benefit
          plan's annual report pursuant to Section 15(d) of  the Securities
          Exchange  Act of 1934) that  is incorporated by  reference in the
          registration  statement shall be deemed  to be a new registration
          statement  relating to  the securities  offered therein,  and the
          offering of such securities  at that time shall  be deemed to  be
          the initial bona fide offering thereof.
(c)  Insofar  as  indemnification  for  liabilities  arising
          under the Securities Act  of 1933 may be permitted  to directors,
          officers and  controlling persons  of the Registrant  pursuant to
          the provisions described in Item 6,  or otherwise, the Registrant
          has  been advised  that  in the  opinion  of the  Securities  and
          Exchange Commission such indemnification is against public policy
          as  expressed in the Act and is, therefore, 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
          proceedings) is asserted by such director, officer or controlling
          person in  connection with  the securities being  registered, the
          Registrant  will, unless in the opinion of its counsel the matter
          has been settled by  controlling precedent, submit to a  court of
          appropriate    jurisdiction    the    question    whether    such
          indemnification by  it is against  public policy as  expressed in
          the  Act and will be  governed by the  final adjudication of such
          issue.
SIGNATURES
                                     -----------

               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  February 1, 1999.

                                           CUMBERLAND TECHNOLOGIES, INC.

                                           By:  /s/ Joseph M. Williams
                                           ------------------------------
                                           Joseph M. Williams, President

               KNOW  ALL MEN  BY  THESE PRESENTS,  that  each person  whose
          signature  appears  below  constitutes  and  appoints Francis  M.
          Williams, Joseph M. Williams and Carol S. Black and each of them,
          his true and lawful attorneys-in-fact and agents, with full power
          of substitution  and  resubstitution for  him  and in  his  name,
          place, and stead, in any and all capacities, to sign  any and all
          amendments   (including   post-effective  amendments)   to   this
          Registration Statement, and to file  the same, with all  exhibits
          thereto, and other  documents in connection  therewith, with  the
          Securities and Exchange Commission, granting unto said attorneys-
          in-fact and agents, and each of them, full power and authority to
          do  and perform  each  and  every  act and  thing  requisite  and
          necessary to  be done in and  about the premises, as  he might or
          could do in person, hereby ratifying and confirming all that said
          attorneys-in-fact  and agents,  or any of  them, or  their or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.
Pursuant to the requirements of the Securities Act of  1933,
          this  Registration Statement  has  been signed  by the  following
          persons in the capacities and on the dates indicated.
           
           Date:     February 1, 1999      By:  /s/ Joseph M. Williams
                                           ------------------------------
                                           Joseph M. Williams, President

           
           Date:     February 1, 1999      By:  /s/ Francis M. Williams
                                           ------------------------------
                                           Francis M. Williams, Chairman
                                           of the Board

           
           Date:     February 1, 1999      By:  /s/ George A. Chandler
                                           ------------------------------
                                           George A. Chandler, Director
           
           Date:     February 1, 1999      By:  /s/ Andrew J. Cohen
                                           ------------------------------
                                           Andrew J. Cohen, Director

           
           Date:     February 1, 1999      By:  /s/ Carol S. Black
                                           ------------------------------
                                           Carol S. Black, Secretary
                                           (Principal Financial and
                                           Accounting Officer)
CUMBERLAND TECHNOLOGIES, INC.

                          EXHIBITS TO REGISTRATION STATEMENT

                                     ON FORM S-8
EXHIBIT INDEX
                                    -------------

          Exhibit No.         Exhibit
          -----------         -------

          3.1                 Articles of Incorporation  of the  Registrant
                              (incorporated herein by reference  to Exhibit
                              3(a) filed with the Registrant's Registration
                              Statement on Form 10 (File No. 0- 19727))

          3.2                 Bylaws of Registrant (incorporated  herein by
                              reference  to  Exhibit  3(b) filed  with  the
                              Registrant's  Registration Statement  on Form
                              10 (File No. 0-19727))

          5*                  Opinion  of  Arnall  Golden  &  Gregory,  LLP
                              regarding legality

          10.1                1991 Stock Option  Plan (incorporated  herein
                              by reference to Exhibit  10(c) filed with the
                              Registrant's  Registration Statement  on Form
                              10 (File No. 0-19727))

          23.1*               Consent  of  Arnall  Golden  &  Gregory,  LLP
                              (included as part of Exhibit 5 hereto)

          23.2*               Consent of Ernst & Young LLP

          24*                 Power of  Attorney (included  as part  of the
                              signature page hereto)

          *    Included with this filing.