As filed with the Securities and Exchange Commission on September   , 1996

                                          Registration No. _______________
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ______________________________
                                    FORM S-8
                              REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933
                          ______________________________

                              ETS INTERNATIONAL, INC.
                 (Exact name of registrant as specified in its charter) 

                    Virginia                       54-1414643             
         (State or other jurisdiction         (IRS employer identification
      of incorporation or organization)              number)

    1401 Municipal Road, NW, Roanoke, VA              24012-1309          
  (Address of principal executive offices)            (Zip code)

                       1995 Nonstatutory Stock Option Plan
                              (Full title of plan)

                                John D. McKenna
                           c/o ETS International, Inc.
                1401 Municipal Road, NW, Roanoke, VA 24012-1309
                       Name and address of agent for service

                                  540-265-0004                               
    
            Telephone number, including area code, of agent for service

CALCULATION OF REGISTRATION FEE
                                                             
Title of securities  Amount to be  (1) Proposed      Proposed       Amount of
               
to be registered     registered       maximum        maximum      registration
                                   offering price   aggregate         fee    
       
                                     per share    offering price

1995 Nonstatutory     2,000,000       $1.25         $2,500,000     $862.07   
                               
Stock Option Plan     shares of
                     common stock



(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the maximum number of securities issuable under the plan that
are  covered by the registration statement computed upon the basis of the
price at  which the warrants under the plan may be exercised, pursuant to
Rule 457(h)(1).
<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in the Section 10(a) prospectus under the
Securities Act by reference

(a)        The effective registration statement on Form 10 of ETS
International, Inc. (the "Company") and its latest annual report on Form 10-K-
1A filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") containing audited consolidated financial
statements for the Company's latest fiscal year ended May 31, 1995.

(b)        All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
documents of the Company referred to in (a) above, specifically including the
latest quarterly report on Form 10-Q for the period ended February 29, 1996.

(c)        The Company's definitive proxy statement and information statement
filed pursuant to Section 14 of the Exchange Act in connection with the
latest annual meeting of its stockholders, and any definitive proxy or
information statements so filed in connection with any subsequent special
meetings of its stockholders.

(d)        The description of the common stock contained in Form 8-A filed
pursuant to Section 12 of the Exchange Act.

(e)        All other reports and documents subsequently filed by the Company
pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.

Item 4.  DESCRIPTION OF SECURITIES

             Not applicable.
<PAGE>
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

             Pensley & Fugler, Esqs., One Sherman Square, New York, New York
10023 have given the Company their opinion upon the validity of the
securities being registered and have acted as counsel to the Company upon
other legal matters in connection with the registration or offering of such
securities. Joel Pensley, a partner in such firm, owns 50,000 common stock
purchase options. 

<PAGE>
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 13.1-691.1 of the Code of Virginia, 1950, as amended, (the "Virginia
Code") places a limitation on the liability of officers and directors in any
proceeding brought by a shareholder in the right of a corporation or brought
by or on behalf of shareholders of a corporation. Under that provision, the
damages assessed against an officer or director arising out of a single
transaction, occurrence, or course of conduct shall not exceed the greater of
$100,000 or the amount of cash compensation received by the officer or
director from the corporation during the 12 months immediately preceding the
act of omission for which liability was imposed. The statute also authorizes
the corporation, in its articles of incorporation or, if approved by the
shareholders, in its bylaws, to provide for a different specific monetary
limit on liability. The liability of an officer or director shall not be
limited if the officer or director engaged in willful misconduct or a knowing
violation of the criminal law or any federal or state securities law.

Section 13.1-697 and 13.1-702 of the Virginia Code permit any Virginia
corporation to indemnify an officer or director against liability incurred in
a proceeding if such officer or director conducted himself in good faith and
believed (a) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests; and (b) in all other
cases, that his conduct was at least not opposed to its best interests. In
the case of a criminal proceeding, a corporation may indemnify an officer or
director made a party to such proceeding if he had no reasonable cause to
believe that his conduct was unlawful. A corporation may not indemnify an
officer or director under those section in connection with a proceeding by or
in the right of the corporation in which the officer or director was adjudged
liable to the corporation or in connection with any other proceeding charging
improper personal benefit to the officer or director, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.
Indemnification permitted under those sections in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expense incurred in connection with the proceeding.
<PAGE>
Unless limited by its articles of incorporation, a corporation is required to
provide mandatory indemnification to an officer or director who entirely
prevails in the defense of any proceeding to which he was a party because he
is or was an officer or director of the corporation against reasonable
expenses incurred by him in connection with the proceeding. A corporation may
pay for or reimburse the reasonable expenses incurred by an officer or
director who is a party to a proceeding in advance of final determination of
the proceeding if certain statements and undertakings are made by the officer
or director and a determination is made that the facts as then known would
not preclude indemnification.

An officer or director of a corporation who is a party to a proceeding also
may apply for advances or reimbursement of expense and for indemnification to
the court conducting the proceeding or seek advances, reimbursement or
indemnification in another court of competent jurisdiction. The court shall
order advances, reimbursement, or indemnification if it determines the
officer or director is entitled to such advances, reimbursements, or
indemnification, in which case the court shall also order the corporation to
pay the officer's and director's reasonable expenses incurred to obtain the
order. With respect to a proceeding by or in the right of the corporation,
the court may order indemnification to the extent of the officer's or
director's reasonable expenses if it determines that, considering all the
relevant circumstances, the officer or director is entitled to
indemnification even though he was adjudged liable, and may also order the
corporation to pay the officer's and director's reasonable expenses incurred
to obtain the order. In such a proceeding, no presumption is created by the
fact that either the corporation has not considered the question of
indemnification or that the corporation has denied indemnification.  
<PAGE>
A corporation is given the power to make further indemnity to any officers or
directors that may be authorized by the articles of incorporation or any
bylaw made by the shareholders or any resolution adopted, before or after the
event, by the shareholders except an indemnity against gross negligence or
willful misconduct or a knowing violation of criminal law.

The Articles of Incorporation of the Company, as amended, (the "Articles"),
contain provisions authorizing indemnification of directors and officers of
the corporation to the fullest extent permitted by Virginia law. Accordingly,
the Articles authorize indemnification for each director and officer against
any liability imposed upon or asserted against such officer or director
(including amounts paid in settlement) arising out of conduct in his or his
official capacity with the Company or otherwise by reason of the fact that he
or she is or was such a director or officer or was serving at the request of
the Company as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, except no indemnification is authorized in relation to
matters as to which he or she shall have been finally adjudged to be liable
by reason of having been guilty of (i) willful misconduct or (ii) a knowing
violation of criminal law in the performance of his or her duty as such
director or officer. The Articles also permit the Company to contract in
advance to indemnify any officer or director or any other person who was or
is a party to a proceeding, by reason that he or she was or is serving in a
given capacity at the request of the Company.

The Articles permit the Company to advance, pay for and/or reimburse the
reasonable expenses by an officer or director who is a party to any
proceeding in advance of the final disposition thereof under certain
circumstances. All determinations as to indemnification and advances of
expenses (including contracts with respect thereto) shall be made by a quorum
of disinterested directors and, if no such quorum can be obtained, by special
legal counsel agreed upon by the board of directors and the proposed
indemnitee.

In addition to providing indemnification to the fullest extent permitted by
Virginia law, the Articles limit the liability of directors to the Company or
its stockholders for monetary damages to the cash consideration received by
the director from the Company for services as a director during the twelve
months immediately preceding the act or omission for which liability was
imposed. The Company is authorized to procure insurance to indemnify it, as
well as to indemnify officers, directors and other persons entitled to
indemnification by the Company.  
The liability of a director may not be limited if the director engaged in a
knowing violation of any federal or state securities law.
<PAGE>
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

Item 8.  EXHIBITS

The Exhibit Index immediately preceding the exhibits attached is incorporated
herein by reference.

<PAGE>
Item 9.  UNDERTAKINGS

ETS International, Inc. hereby undertakes:

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

   (i)  to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

   (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;  and

   (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;

(b) that, for the purposes of determining any liability under 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 that time shall be deemed to be the initial
bona fide offering thereof;

(c) 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
Plan;
<PAGE>
(d) that, for purpose 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 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.

(e) that, 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 foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities 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 Roanoke, and State of Virginia on the 12th day of
July, 1996.

                            ETS INTERNATIONAL, INC.

                            By: s/John D. McKenna                
                                John D. McKenna
                                  President
                                  and Principal Executive Officer

                            By: s/John C. Mycock                  
                                 John C. Mycock
                                  Secretary/Treasurer
                                  and Principal Financial Officer


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


s/John D. McKenna        President and a Director      July 12, 1996
John D. McKenna

s/John C. Mycock         Secretary/Treasurer           July 12, 1996
John C. Mycock            and a Director

s/David F. Tompkins      A Director                    July 12, 1996
David F. Tompkins
                
Coleman Lyttle           A Director

s/Navin Sheth            A Director                    July 12, 1996
Navin Sheth

Lee A. Raver             A Director
            
Thomas W. Marmon         A Director


<PAGE>
EXHIBIT INDEX

 5(d) Opinion of Pensley & Fugler, Esqs.  dated July 12, 1996 

23(p) Consent of Pensley & Fugler, Esqs. [contained in 5(d)]

23(q) Consent of KPMG Peat Marwick LLP dated July 12, 1996

28(al)      1995 Nonstatutory Stock Option Plan dated April 11, 1995





<PAGE>













EXHIBIT 23(q)



CONSENT OF KPMG PEAT MARWICK LLP
<PAGE>
ACCOUNTANT'S CONSENT


The Board of Directors
ETS International, Inc. and Subsidiaries

We  consent to the incorporation by reference herein of our report dated
August 4, 1995, relating to the consolidated financial statements of ETS
International, Inc. and Subsidiaries, which report appears in the May 31,
1995 annual report on Form 10-K-1A of ETS International, Inc. and
Subsidiaries incorporated by reference herein. Our report refers to a change
in the method of accounting for income taxes and contains an explanatory
paragraph related to the restatement of prior years' financial statements for
the 1995 poolings-of-interests.


                          KPMG Peat Marwick LLP



Roanoke, Virginia
July 12, 1996







<PAGE>










EXHIBITS 5(d) AND 23(p)



CONSENT AND OPINION OF  PENSLEY & FUGLER, ESQS.

<PAGE>
PENSLEY & FUGLER
Counselors-at-Law
One Sherman Square
New York, New York 10023
212-595-4955
Fax: 212-595-4966


                            July 12,  1996

ETS International, Inc.,
1401 Municipal Road, NW
Roanoke, VA 24012-1319


                   Re:  Registration Statement on Form S-8

Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement") of ETS International, Inc., a Virginia corporation (the
"Company"), to be delivered for filing to the Securities and Exchange
Commission (the "Commission") on diskette by overnight delivery service on or
about July 12, 1996, relating to 2,000,000 shares of common stock without par
value issuable on exercise of options under the Company's 1995 Nonstatutory
Stock Option Plan.
We have reviewed such documents and records as I have deemed necessary to
enable me to express an informed opinion on the matters covered thereby and I
am of the opinion that:
The 2,000,000 shares of common stock without par value issuable upon exercise
of the options will, upon issuance, be legally issued, fully paid and non-
assessable.
We hereby consent to the use of our name in the registration statement under
the caption "Interest of Named Experts and legal Counsel."  In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or
the rules and regulations of the Commission thereunder.

Very truly yours,

s/Pensley & Fugler  
Pensley & Fugler

<PAGE>










EXHIBIT 28(al)



1995 NONSTATUTORY STOCK OPTION PLAN
Dated:  April 11, 1995

<PAGE>
ETS INTERNATIONAL, INC.

1995 NONSTATUTORY STOCK OPTION PLAN

April 11, 1995

1. Purpose

The purpose of this Nonstatutory Stock Option Plan (hereinafter referred to
as the "1995 Nonstatutory Stock Option Plan"), is to provide a special
incentive to selected individuals who have made significant contributions to
the business and success of ETS INTERNATIONAL, INC., (hereinafter referred to
as the "Company"). The 1995 Nonstatutory Stock Option Plan is designed to
accomplish this purpose by offering such individuals options ("Options") to
purchase shares of the common stock of the Company ("Shares") so that they
will share in the Company's success.

2.  Administration

The 1995 Nonstatutory Stock Option Plan shall be administered by the board of
directors of the Company or by an option committee to be established by the
board of directors of the Company. If an option committee administers the
1995 Nonstatutory Stock Option Plan, it shall consist of three or more
members, at least one of whom shall be neither an officer nor an employee of
the Company. (The board of directors or an option committee shall be referred
to as the "Board" herein.)
The Board shall have authority, consistent with the 1995 Nonstatutory Stock
Option Plan,

(a)        to determine which individuals shall be granted Options;

(b)        to determine the time or times when Options shall be granted and
the number of Shares to be subject to each Option;

(c)        to determine the exercise price of the Shares subject to each
Option and the method of payment of such price;

(d)        to determine the time or times when each Option becomes
exercisable and the duration of the exercise period, subject to the
limitations contained in Paragraph 6(b);

(e)        to prescribe the form or forms of the instruments evidencing any
Options granted under the 1995 Nonstatutory Stock Option Plan and of any
other instruments required under the 1995 Nonstatutory Stock Option Plan and
to change such forms from time to time;
<PAGE>
(f)        to adopt, amend and rescind rules and regulations for the
administration of the 1995 Nonstatutory Stock Option Plan and the Options and
for its own acts and proceedings: and 

(g)        to decide all questions and settle all controversies and disputes
which may arise in connection with the 1995 Nonstatutory Stock Option Plan.
All decisions, determinations and interpretations of the Board shall be
binding on all parties concerned.

3. Participants

The Participants in the 1995 Nonstatutory Stock Option Plan shall be
employees, officers, directors, consultants of the Company or any other
parties who have made a significant contribution to the business and success
of the Company, as may be selected from time to time by the Board in its
discretion. In any grant of Options after the initial grant, Participants who
were previously granted Options or sold Shares under the 1995 Nonstatutory
Stock Option Plan may be included or excluded.

4. Limitations

No Option shall be granted under the 1995 Nonstatutory Stock Option Plan
after December 31, 1999, but Options theretofore granted may extend beyond
that date. Subject to adjustment as provided in Section 8 of the 1995
Nonstatutory Stock Option Plan, the number of Shares which may be issued
under the 1995 Nonstatutory Stock Option Plan shall not exceed two million in
the aggregate. To the extent that any Option granted under the 1995
Nonstatutory Stock Option Plan shall expire or terminate unexercised or for
any reason become unexercisable as to any Shares subject thereto, such Shares
shall thereafter be available for further grants under the 1995 Nonstatutory
Stock Option Plan, within the limit specified above.

5. Shares to be Issued

Shares to be issued under the 1995 Nonstatutory Stock Option Plan may
constitute an original issue of authorized Shares or may consist of
previously issued Shares acquired by the Company, as shall be determined by
the Board. The Board and the proper officers of the Company shall take any
appropriate action required for such issuance. The maximum number of Shares
which may be issued under the 1995 Nonstatutory Stock Option Plan is two
million (2,000,000) Shares.
<PAGE>
6. Terms and Conditions of Options

 All Options granted under the 1995 Nonstatutory Stock Option Plan shall be
subject to the following terms and conditions (except as provided in Section
7) and to such other terms and conditions as the Board shall determine to be
appropriate to accomplish the purposes of the 1995 Nonstatutory Stock Option
Plan: 

(a)        Exercise price. The exercise price under each Option shall be
determined by the Board and may be more, equal to or less than the then
current market price of the Shares as the Board may deem to be appropriate:
provided, however, that in the event the Board shall determine to grant an
Option at less than 85% of the then current market price of the Shares, such
Option shall not be granted by the option committee without the prior
approval of the board of directors.

(b)        Period of Options. The period of an Option shall not exceed ten
years from the date of grant. 
<PAGE>
(c)        Exercise of Options.

(i)        Each Option shall be made exercisable at such time or times,
whether or not in installments, as the Board shall prescribe at the time the
Option is granted.

(ii)  A person electing to exercise an Option shall give written notice to
the Company, as specified by the Board, of his election and of the number of
Shares he has elected to purchase, such notice to be accompanied by such
instruments or documents as may be required by the Board, and shall at the
time of such exercise tender the purchase price of the Shares he has elected
to purchase.
<PAGE>
(d)        Payment for Issuance of Shares. Upon exercise of any Option
granted hereunder, payment in full shall be made at the time of such exercise
for all such Shares then being purchased.
The Company shall not be obligated to issue any Shares unless and until, in
the opinion of the Company's counsel, all applicable laws and regulations
have been complied with, nor, in the event the Shares at the time listed upon
any stock exchange, unless and until the Shares to be issued have been listed
or authorized to be added to the list upon official notice of issuance upon
such exchange, nor unless or until all other legal matters in connection with
the issuance and delivery of Shares have been approved by the Company's
counsel. Without limiting the generality of the foregoing, the Company may
require from the Participant such investment representation or such
agreement, if any, as counsel for the Company may consider necessary in order
to comply with the Securities Act of 1933 as then in effect, and may require
that the Participant agree that any sale of the  Shares will be made only in
such manner as is permitted by the Board and that a Participant will notify
the Company when he/she intends to make any disposition of the Shares whether
by sale, gift or otherwise. The Participant shall take any action reasonably
requested by the Company in such connection. A Participant shall have the
rights of a stockholder only as to Shares actually acquired by him/her under
the 1995 Nonstatutory Stock Option Plan.

(e)        Transferability of Options. No Option may be transferred by the
Participant otherwise than by will or by the laws of descent and
distribution, and during the Participant's lifetime the Option may be
exercised only by the Participant.

(f)        Termination of Employment. If the Participant is an employee and
his/her employment terminates for any reason other than his/her death, the
Participant may, unless discharged for cause, thereafter exercise his/her
Option as provided below, but only to the extent the Participant was entitled
to exercise the Option on the date when his/her employment terminated. If
such termination of employment is voluntary on the part of the Participant,
he/she may exercise his/her Option only within ten days after the date of
termination of employment (unless a longer period not in excess of three
months is allowed by the Board). If such termination of employment is
involuntary on the part of the Participant, he/she may exercise his/her
Option only within three months after the date of termination of employment.
In no event, however, may such Participant exercise his/her Option at a time
when the Option would not be exercisable had the Participant remained an
employee or when the termination was for cause. For purposes of this section
(f), a Participant's employment shall not be considered terminated in the
case of sick leave or other bona fide leave of absence approved by the
Company or a subsidiary, or in the case of a transfer to the employment of a
subsidiary or to the employment of the Company. Anything herein to the
contrary notwithstanding, an Option may be exercised only to the extent
exercisable on the date of termination of employment by death or otherwise.
<PAGE>
(g)        Retirement or Resignation. If prior to the expiration date of a
Participant's Option an optionee shall retire or resign with the Company's
consent such Option may be exercised in the same manner as if the Optionee
had continued in the Company's employ; provided, however, the Board may
terminate, at any time prior to exercise, all unexercised Options if it shall
determine that the retired or resigning optionee has engaged in any activity
detrimental to the Company's interest.

(h)        Death. If a Participant dies at a time when he/she is entitled to
exercise an Option, then at any time or times within one (1) year after
his/her death (or such further period as the Board may allow) such Option may
be exercised, as to all or any of the Shares which the Participant was
entitled to purchase immediately prior to his/her death, by his/her executor
or administrator or the person or persons to whom the Option is transferred
by will or the applicable laws of descent and distribution, and except as so
exercised such Option shall expire at the end of such period. In no event,
however, may an Option be exercised after the expiration of the Option
period. 

7. Replacement Options

The Company may grant Options under the 1995 Nonstatutory Stock Option Plan
on terms differing from those provided for in Section 6 where such Options
are granted in substitution for Options held by employees of other
corporations who concurrently become employees of the Company or a subsidiary
as the result of a merger, consolidation or other reorganization of the
employing corporation with the Company or subsidiary, or the acquisition by
the Company or a subsidiary of the business, property or stock of the
employing corporation. The Board may direct that the substitute Options be
granted on such terms and conditions as the Board considers appropriate in
the circumstances.

 8. Changes in Stock

In the event of a stock dividend, stock split or recapitalization or merger
in which the Company is the surviving corporation, or other similar capital
change, the number and kind of shares of stock or securities of the Company
to be subject to the 1995 Nonstatutory Stock Option Plan and to Options then
outstanding or to be granted thereunder, the maximum number of Shares or
securities which may be issued or sold under the 1995 Nonstatutory Stock
Option Plan, the exercise price and other relevant provisions shall be
appropriately adjusted by the Board of the Company, the determination of
which shall be binding on all persons.
<PAGE>
9. Employment Rights

The adoption of the 1995 Nonstatutory Stock Option Plan or the granting of an
Option does not confer upon any individual any right to employment or
continued employment with the Company or a subsidiary, as the case may be,
nor does it interfere in any way with the right of the Company or a
subsidiary to terminate the employment of any of its employees at any time. 
<PAGE>
10. Amendment

The Board may at any time discontinue granting Options under the 1995
Nonstatutory Stock Option Plan. The Board of the Company may at any time or
times amend the 1995 Nonstatutory Stock Option Plan or amend any outstanding
Option or Options for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law provided, however, that, except to the extent
required or permitted under Section 8, no such amendment shall void or
diminish Options previously granted without the consent of the Participant,
nor shall any amendment increase or accelerate the conditions and actions
required for the exercise of an Option unless the Participant shall have been
discharged from the company's employment for cause.

                                Adopted by the Board of Directors
                                on April 11, 1995.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 32556}]
{"company-data": {"conformed-name": "ETS INTERNATIONAL INC", "cik": "0000822367", "assigned-sic": "1623", "irs-number": "541414643", "state-of-incorporation": "VA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12167", "film-number": "96631277"}, "business-address": {"street1": "1401 MUNICIPAL ROAD NW", "city": "ROANOKE", "state": "VA", "zip": "24012-1309", "phone": "5402650004"}}
As filed with the Securities and Exchange Commission on September   , 1996

                                          Registration No. _______________
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ______________________________
                                    FORM S-8
                              REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933
                          ______________________________

                              ETS INTERNATIONAL, INC.
                 (Exact name of registrant as specified in its charter) 

                    Virginia                       54-1414643             
         (State or other jurisdiction         (IRS employer identification
      of incorporation or organization)              number)

    1401 Municipal Road, NW, Roanoke, VA              24012-1309          
  (Address of principal executive offices)            (Zip code)

                       1995 Nonstatutory Stock Option Plan
                              (Full title of plan)

                                John D. McKenna
                           c/o ETS International, Inc.
                1401 Municipal Road, NW, Roanoke, VA 24012-1309
                       Name and address of agent for service

                                  540-265-0004                               
    
            Telephone number, including area code, of agent for service

CALCULATION OF REGISTRATION FEE
                                                             
Title of securities  Amount to be  (1) Proposed      Proposed       Amount of
               
to be registered     registered       maximum        maximum      registration
                                   offering price   aggregate         fee    
       
                                     per share    offering price

1995 Nonstatutory     2,000,000       $1.25         $2,500,000     $862.07   
                               
Stock Option Plan     shares of
                     common stock

(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the maximum number of securities issuable under the plan that
are  covered by the registration statement computed upon the basis of the
price at  which the warrants under the plan may be exercised, pursuant to
Rule 457(h)(1).
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in the Section 10(a) prospectus under the
Securities Act by reference

(a)        The effective registration statement on Form 10 of ETS
International, Inc. (the "Company") and its latest annual report on Form 10-K-
1A filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") containing audited consolidated financial
statements for the Company's latest fiscal year ended May 31, 1995.

(b)        All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
documents of the Company referred to in (a) above, specifically including the
latest quarterly report on Form 10-Q for the period ended February 29, 1996.

(c)        The Company's definitive proxy statement and information statement
filed pursuant to Section 14 of the Exchange Act in connection with the
latest annual meeting of its stockholders, and any definitive proxy or
information statements so filed in connection with any subsequent special
meetings of its stockholders.

(d)        The description of the common stock contained in Form 8-A filed
pursuant to Section 12 of the Exchange Act.

(e)        All other reports and documents subsequently filed by the Company
pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.

Item 4.  DESCRIPTION OF SECURITIES

             Not applicable.
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

             Pensley & Fugler, Esqs., One Sherman Square, New York, New York
10023 have given the Company their opinion upon the validity of the
securities being registered and have acted as counsel to the Company upon
other legal matters in connection with the registration or offering of such
securities. Joel Pensley, a partner in such firm, owns 50,000 common stock
purchase options.
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 13.1-691.1 of the Code of Virginia, 1950, as amended, (the "Virginia
Code") places a limitation on the liability of officers and directors in any
proceeding brought by a shareholder in the right of a corporation or brought
by or on behalf of shareholders of a corporation. Under that provision, the
damages assessed against an officer or director arising out of a single
transaction, occurrence, or course of conduct shall not exceed the greater of
$100,000 or the amount of cash compensation received by the officer or
director from the corporation during the 12 months immediately preceding the
act of omission for which liability was imposed. The statute also authorizes
the corporation, in its articles of incorporation or, if approved by the
shareholders, in its bylaws, to provide for a different specific monetary
limit on liability. The liability of an officer or director shall not be
limited if the officer or director engaged in willful misconduct or a knowing
violation of the criminal law or any federal or state securities law.

Section 13.1-697 and 13.1-702 of the Virginia Code permit any Virginia
corporation to indemnify an officer or director against liability incurred in
a proceeding if such officer or director conducted himself in good faith and
believed (a) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests; and (b) in all other
cases, that his conduct was at least not opposed to its best interests. In
the case of a criminal proceeding, a corporation may indemnify an officer or
director made a party to such proceeding if he had no reasonable cause to
believe that his conduct was unlawful. A corporation may not indemnify an
officer or director under those section in connection with a proceeding by or
in the right of the corporation in which the officer or director was adjudged
liable to the corporation or in connection with any other proceeding charging
improper personal benefit to the officer or director, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.
Indemnification permitted under those sections in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expense incurred in connection with the proceeding.
Unless limited by its articles of incorporation, a corporation is required to
provide mandatory indemnification to an officer or director who entirely
prevails in the defense of any proceeding to which he was a party because he
is or was an officer or director of the corporation against reasonable
expenses incurred by him in connection with the proceeding. A corporation may
pay for or reimburse the reasonable expenses incurred by an officer or
director who is a party to a proceeding in advance of final determination of
the proceeding if certain statements and undertakings are made by the officer
or director and a determination is made that the facts as then known would
not preclude indemnification.

An officer or director of a corporation who is a party to a proceeding also
may apply for advances or reimbursement of expense and for indemnification to
the court conducting the proceeding or seek advances, reimbursement or
indemnification in another court of competent jurisdiction. The court shall
order advances, reimbursement, or indemnification if it determines the
officer or director is entitled to such advances, reimbursements, or
indemnification, in which case the court shall also order the corporation to
pay the officer's and director's reasonable expenses incurred to obtain the
order. With respect to a proceeding by or in the right of the corporation,
the court may order indemnification to the extent of the officer's or
director's reasonable expenses if it determines that, considering all the
relevant circumstances, the officer or director is entitled to
indemnification even though he was adjudged liable, and may also order the
corporation to pay the officer's and director's reasonable expenses incurred
to obtain the order. In such a proceeding, no presumption is created by the
fact that either the corporation has not considered the question of
indemnification or that the corporation has denied indemnification.
A corporation is given the power to make further indemnity to any officers or
directors that may be authorized by the articles of incorporation or any
bylaw made by the shareholders or any resolution adopted, before or after the
event, by the shareholders except an indemnity against gross negligence or
willful misconduct or a knowing violation of criminal law.

The Articles of Incorporation of the Company, as amended, (the "Articles"),
contain provisions authorizing indemnification of directors and officers of
the corporation to the fullest extent permitted by Virginia law. Accordingly,
the Articles authorize indemnification for each director and officer against
any liability imposed upon or asserted against such officer or director
(including amounts paid in settlement) arising out of conduct in his or his
official capacity with the Company or otherwise by reason of the fact that he
or she is or was such a director or officer or was serving at the request of
the Company as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, except no indemnification is authorized in relation to
matters as to which he or she shall have been finally adjudged to be liable
by reason of having been guilty of (i) willful misconduct or (ii) a knowing
violation of criminal law in the performance of his or her duty as such
director or officer. The Articles also permit the Company to contract in
advance to indemnify any officer or director or any other person who was or
is a party to a proceeding, by reason that he or she was or is serving in a
given capacity at the request of the Company.

The Articles permit the Company to advance, pay for and/or reimburse the
reasonable expenses by an officer or director who is a party to any
proceeding in advance of the final disposition thereof under certain
circumstances. All determinations as to indemnification and advances of
expenses (including contracts with respect thereto) shall be made by a quorum
of disinterested directors and, if no such quorum can be obtained, by special
legal counsel agreed upon by the board of directors and the proposed
indemnitee.

In addition to providing indemnification to the fullest extent permitted by
Virginia law, the Articles limit the liability of directors to the Company or
its stockholders for monetary damages to the cash consideration received by
the director from the Company for services as a director during the twelve
months immediately preceding the act or omission for which liability was
imposed. The Company is authorized to procure insurance to indemnify it, as
well as to indemnify officers, directors and other persons entitled to
indemnification by the Company.  
The liability of a director may not be limited if the director engaged in a
knowing violation of any federal or state securities law.
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

Item 8.  EXHIBITS

The Exhibit Index immediately preceding the exhibits attached is incorporated
herein by reference.
Item 9.  UNDERTAKINGS

ETS International, Inc. hereby undertakes:

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

   (i)  to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

   (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;  and

   (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;

(b) that, for the purposes of determining any liability under 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 that time shall be deemed to be the initial
bona fide offering thereof;

(c) 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
Plan;
(d) that, for purpose 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 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.

(e) that, 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 foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 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 Roanoke, and State of Virginia on the 12th day of
July, 1996.

                            ETS INTERNATIONAL, INC.

                            By: s/John D. McKenna                
                                John D. McKenna
                                  President
                                  and Principal Executive Officer

                            By: s/John C. Mycock                  
                                 John C. Mycock
                                  Secretary/Treasurer
                                  and Principal Financial Officer

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

s/John D. McKenna        President and a Director      July 12, 1996
John D. McKenna

s/John C. Mycock         Secretary/Treasurer           July 12, 1996
John C. Mycock            and a Director

s/David F. Tompkins      A Director                    July 12, 1996
David F. Tompkins
                
Coleman Lyttle           A Director

s/Navin Sheth            A Director                    July 12, 1996
Navin Sheth

Lee A. Raver             A Director
            
Thomas W. Marmon         A Director
EXHIBIT INDEX

 5(d) Opinion of Pensley & Fugler, Esqs.  dated July 12, 1996 

23(p) Consent of Pensley & Fugler, Esqs. [contained in 5(d)]

23(q) Consent of KPMG Peat Marwick LLP dated July 12, 1996

28(al)      1995 Nonstatutory Stock Option Plan dated April 11, 1995
EXHIBIT 23(q)

CONSENT OF KPMG PEAT MARWICK LLP
ACCOUNTANT'S CONSENT

The Board of Directors
ETS International, Inc. and Subsidiaries

We  consent to the incorporation by reference herein of our report dated
August 4, 1995, relating to the consolidated financial statements of ETS
International, Inc. and Subsidiaries, which report appears in the May 31,
1995 annual report on Form 10-K-1A of ETS International, Inc. and
Subsidiaries incorporated by reference herein. Our report refers to a change
in the method of accounting for income taxes and contains an explanatory
paragraph related to the restatement of prior years' financial statements for
the 1995 poolings-of-interests.

                          KPMG Peat Marwick LLP

Roanoke, Virginia
July 12, 1996
EXHIBITS 5(d) AND 23(p)

CONSENT AND OPINION OF  PENSLEY & FUGLER, ESQS.
PENSLEY & FUGLER
Counselors-at-Law
One Sherman Square
New York, New York 10023
212-595-4955
Fax: 212-595-4966

                            July 12,  1996

ETS International, Inc.,
1401 Municipal Road, NW
Roanoke, VA 24012-1319

                   Re:  Registration Statement on Form S-8

Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement") of ETS International, Inc., a Virginia corporation (the
"Company"), to be delivered for filing to the Securities and Exchange
Commission (the "Commission") on diskette by overnight delivery service on or
about July 12, 1996, relating to 2,000,000 shares of common stock without par
value issuable on exercise of options under the Company's 1995 Nonstatutory
Stock Option Plan.
We have reviewed such documents and records as I have deemed necessary to
enable me to express an informed opinion on the matters covered thereby and I
am of the opinion that:
The 2,000,000 shares of common stock without par value issuable upon exercise
of the options will, upon issuance, be legally issued, fully paid and non-
assessable.
We hereby consent to the use of our name in the registration statement under
the caption "Interest of Named Experts and legal Counsel."  In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or
the rules and regulations of the Commission thereunder.

Very truly yours,

s/Pensley & Fugler  
Pensley & Fugler
EXHIBIT 28(al)

1995 NONSTATUTORY STOCK OPTION PLAN
Dated:  April 11, 1995
ETS INTERNATIONAL, INC.

1995 NONSTATUTORY STOCK OPTION PLAN

April 11, 1995

1. Purpose

The purpose of this Nonstatutory Stock Option Plan (hereinafter referred to
as the "1995 Nonstatutory Stock Option Plan"), is to provide a special
incentive to selected individuals who have made significant contributions to
the business and success of ETS INTERNATIONAL, INC., (hereinafter referred to
as the "Company"). The 1995 Nonstatutory Stock Option Plan is designed to
accomplish this purpose by offering such individuals options ("Options") to
purchase shares of the common stock of the Company ("Shares") so that they
will share in the Company's success.

2.  Administration

The 1995 Nonstatutory Stock Option Plan shall be administered by the board of
directors of the Company or by an option committee to be established by the
board of directors of the Company. If an option committee administers the
1995 Nonstatutory Stock Option Plan, it shall consist of three or more
members, at least one of whom shall be neither an officer nor an employee of
the Company. (The board of directors or an option committee shall be referred
to as the "Board" herein.)
The Board shall have authority, consistent with the 1995 Nonstatutory Stock
Option Plan,

(a)        to determine which individuals shall be granted Options;

(b)        to determine the time or times when Options shall be granted and
the number of Shares to be subject to each Option;

(c)        to determine the exercise price of the Shares subject to each
Option and the method of payment of such price;

(d)        to determine the time or times when each Option becomes
exercisable and the duration of the exercise period, subject to the
limitations contained in Paragraph 6(b);

(e)        to prescribe the form or forms of the instruments evidencing any
Options granted under the 1995 Nonstatutory Stock Option Plan and of any
other instruments required under the 1995 Nonstatutory Stock Option Plan and
to change such forms from time to time;
(f)        to adopt, amend and rescind rules and regulations for the
administration of the 1995 Nonstatutory Stock Option Plan and the Options and
for its own acts and proceedings: and 

(g)        to decide all questions and settle all controversies and disputes
which may arise in connection with the 1995 Nonstatutory Stock Option Plan.
All decisions, determinations and interpretations of the Board shall be
binding on all parties concerned.

3. Participants

The Participants in the 1995 Nonstatutory Stock Option Plan shall be
employees, officers, directors, consultants of the Company or any other
parties who have made a significant contribution to the business and success
of the Company, as may be selected from time to time by the Board in its
discretion. In any grant of Options after the initial grant, Participants who
were previously granted Options or sold Shares under the 1995 Nonstatutory
Stock Option Plan may be included or excluded.

4. Limitations

No Option shall be granted under the 1995 Nonstatutory Stock Option Plan
after December 31, 1999, but Options theretofore granted may extend beyond
that date. Subject to adjustment as provided in Section 8 of the 1995
Nonstatutory Stock Option Plan, the number of Shares which may be issued
under the 1995 Nonstatutory Stock Option Plan shall not exceed two million in
the aggregate. To the extent that any Option granted under the 1995
Nonstatutory Stock Option Plan shall expire or terminate unexercised or for
any reason become unexercisable as to any Shares subject thereto, such Shares
shall thereafter be available for further grants under the 1995 Nonstatutory
Stock Option Plan, within the limit specified above.

5. Shares to be Issued

Shares to be issued under the 1995 Nonstatutory Stock Option Plan may
constitute an original issue of authorized Shares or may consist of
previously issued Shares acquired by the Company, as shall be determined by
the Board. The Board and the proper officers of the Company shall take any
appropriate action required for such issuance. The maximum number of Shares
which may be issued under the 1995 Nonstatutory Stock Option Plan is two
million (2,000,000) Shares.
6. Terms and Conditions of Options

 All Options granted under the 1995 Nonstatutory Stock Option Plan shall be
subject to the following terms and conditions (except as provided in Section
7) and to such other terms and conditions as the Board shall determine to be
appropriate to accomplish the purposes of the 1995 Nonstatutory Stock Option
Plan: 

(a)        Exercise price. The exercise price under each Option shall be
determined by the Board and may be more, equal to or less than the then
current market price of the Shares as the Board may deem to be appropriate:
provided, however, that in the event the Board shall determine to grant an
Option at less than 85% of the then current market price of the Shares, such
Option shall not be granted by the option committee without the prior
approval of the board of directors.

(b)        Period of Options. The period of an Option shall not exceed ten
years from the date of grant.
(c)        Exercise of Options.

(i)        Each Option shall be made exercisable at such time or times,
whether or not in installments, as the Board shall prescribe at the time the
Option is granted.

(ii)  A person electing to exercise an Option shall give written notice to
the Company, as specified by the Board, of his election and of the number of
Shares he has elected to purchase, such notice to be accompanied by such
instruments or documents as may be required by the Board, and shall at the
time of such exercise tender the purchase price of the Shares he has elected
to purchase.
(d)        Payment for Issuance of Shares. Upon exercise of any Option
granted hereunder, payment in full shall be made at the time of such exercise
for all such Shares then being purchased.
The Company shall not be obligated to issue any Shares unless and until, in
the opinion of the Company's counsel, all applicable laws and regulations
have been complied with, nor, in the event the Shares at the time listed upon
any stock exchange, unless and until the Shares to be issued have been listed
or authorized to be added to the list upon official notice of issuance upon
such exchange, nor unless or until all other legal matters in connection with
the issuance and delivery of Shares have been approved by the Company's
counsel. Without limiting the generality of the foregoing, the Company may
require from the Participant such investment representation or such
agreement, if any, as counsel for the Company may consider necessary in order
to comply with the Securities Act of 1933 as then in effect, and may require
that the Participant agree that any sale of the  Shares will be made only in
such manner as is permitted by the Board and that a Participant will notify
the Company when he/she intends to make any disposition of the Shares whether
by sale, gift or otherwise. The Participant shall take any action reasonably
requested by the Company in such connection. A Participant shall have the
rights of a stockholder only as to Shares actually acquired by him/her under
the 1995 Nonstatutory Stock Option Plan.

(e)        Transferability of Options. No Option may be transferred by the
Participant otherwise than by will or by the laws of descent and
distribution, and during the Participant's lifetime the Option may be
exercised only by the Participant.

(f)        Termination of Employment. If the Participant is an employee and
his/her employment terminates for any reason other than his/her death, the
Participant may, unless discharged for cause, thereafter exercise his/her
Option as provided below, but only to the extent the Participant was entitled
to exercise the Option on the date when his/her employment terminated. If
such termination of employment is voluntary on the part of the Participant,
he/she may exercise his/her Option only within ten days after the date of
termination of employment (unless a longer period not in excess of three
months is allowed by the Board). If such termination of employment is
involuntary on the part of the Participant, he/she may exercise his/her
Option only within three months after the date of termination of employment.
In no event, however, may such Participant exercise his/her Option at a time
when the Option would not be exercisable had the Participant remained an
employee or when the termination was for cause. For purposes of this section
(f), a Participant's employment shall not be considered terminated in the
case of sick leave or other bona fide leave of absence approved by the
Company or a subsidiary, or in the case of a transfer to the employment of a
subsidiary or to the employment of the Company. Anything herein to the
contrary notwithstanding, an Option may be exercised only to the extent
exercisable on the date of termination of employment by death or otherwise.
(g)        Retirement or Resignation. If prior to the expiration date of a
Participant's Option an optionee shall retire or resign with the Company's
consent such Option may be exercised in the same manner as if the Optionee
had continued in the Company's employ; provided, however, the Board may
terminate, at any time prior to exercise, all unexercised Options if it shall
determine that the retired or resigning optionee has engaged in any activity
detrimental to the Company's interest.

(h)        Death. If a Participant dies at a time when he/she is entitled to
exercise an Option, then at any time or times within one (1) year after
his/her death (or such further period as the Board may allow) such Option may
be exercised, as to all or any of the Shares which the Participant was
entitled to purchase immediately prior to his/her death, by his/her executor
or administrator or the person or persons to whom the Option is transferred
by will or the applicable laws of descent and distribution, and except as so
exercised such Option shall expire at the end of such period. In no event,
however, may an Option be exercised after the expiration of the Option
period. 

7. Replacement Options

The Company may grant Options under the 1995 Nonstatutory Stock Option Plan
on terms differing from those provided for in Section 6 where such Options
are granted in substitution for Options held by employees of other
corporations who concurrently become employees of the Company or a subsidiary
as the result of a merger, consolidation or other reorganization of the
employing corporation with the Company or subsidiary, or the acquisition by
the Company or a subsidiary of the business, property or stock of the
employing corporation. The Board may direct that the substitute Options be
granted on such terms and conditions as the Board considers appropriate in
the circumstances.

 8. Changes in Stock

In the event of a stock dividend, stock split or recapitalization or merger
in which the Company is the surviving corporation, or other similar capital
change, the number and kind of shares of stock or securities of the Company
to be subject to the 1995 Nonstatutory Stock Option Plan and to Options then
outstanding or to be granted thereunder, the maximum number of Shares or
securities which may be issued or sold under the 1995 Nonstatutory Stock
Option Plan, the exercise price and other relevant provisions shall be
appropriately adjusted by the Board of the Company, the determination of
which shall be binding on all persons.
9. Employment Rights

The adoption of the 1995 Nonstatutory Stock Option Plan or the granting of an
Option does not confer upon any individual any right to employment or
continued employment with the Company or a subsidiary, as the case may be,
nor does it interfere in any way with the right of the Company or a
subsidiary to terminate the employment of any of its employees at any time.
10. Amendment

The Board may at any time discontinue granting Options under the 1995
Nonstatutory Stock Option Plan. The Board of the Company may at any time or
times amend the 1995 Nonstatutory Stock Option Plan or amend any outstanding
Option or Options for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law provided, however, that, except to the extent
required or permitted under Section 8, no such amendment shall void or
diminish Options previously granted without the consent of the Participant,
nor shall any amendment increase or accelerate the conditions and actions
required for the exercise of an Option unless the Participant shall have been
discharged from the company's employment for cause.

                                Adopted by the Board of Directors
                                on April 11, 1995.