Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                               GARDENBURGER, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   Oregon                               93-0886359
          (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NO.)

        1411 S.W. Morrison Street, Suite 400
                  Portland, Oregon                                    97205
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)


                               GARDENBURGER, INC.
          1992 FIRST AMENDED AND RESTATED COMBINATION STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)



                                RICHARD C. DIETZ
   Executive Vice President, Chief Financial Officer, Secretary, and Treasurer
                               Gardenburger, Inc.
                      1411 S.W. Morrison Street, Suite 400
                             Portland, Oregon 97205
                            Telephone: (503) 205-1500
          (NAME AND ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------


TITLE OF                      PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO    AMOUNT TO BE  OFFERING PRICE     AGGREGATE         AMOUNT OF
BE REGISTERED     REGISTERED     PER SHARE      OFFERING PRICE  REGISTRATION FEE
-------------    ------------ ---------------- ---------------- ----------------

Common Stock,
no par value,
and options
relating thereto 2,050,000 shares       (1)       $19,208,899 (1)      $5,667

================ ================ =============== =============== ==============

(1)  Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
     the registration fee have been computed based on the sum of (a)
     $17,415,519, which represents the aggregate purchase price of 1,819,991
     shares of common stock of Gardenburger, Inc., subject to outstanding
     options and (b) $1,793,380, which represents the fair market value of
     230,009 shares of common stock as to which additional options or other
     awards may be granted. The latter figure was calculated on the basis of the
     average of the high and low sales prices, $7.797, reported for the common
     stock through NASDAQ on May 25, 1999.

================================================================================


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:

          (a) The registrant's annual report on Form 10-K for the year ended
December 31, 1998.

          (b) The registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1999.

          (c) The registrant's current reports on Form 8-K filed with the
Commission on January 28, 1999, and April 1, 1999.

          (d) Registration Statement on Form 8-A dated June 23, 1992, as
supplemented by the description of the registrant's common stock included as
Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

          All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          INDEMNIFICATION

          ORS 60.367, a section of the Oregon Business Corporation Act (the
"Act"), provides that any director held liable for an unlawful distribution in
violation of ORS 60.367 is entitled to contribution from (i) every other
director who voted for or assented to the distribution without complying with
the applicable statutory standards of conduct and (ii) each shareholder for the
amount the shareholder accepted knowing the distribution was made in violation
of the Act or the corporation's articles of incorporation.

          Under Sections 60.387 to 60.414 of the Act, a person who is made a
party to a proceeding because such person is or was an officer or director of a
corporation (an "Indemnitee") shall be indemnified by the corporation (unless
the corporation's articles of incorporation provide otherwise) against
reasonable expenses incurred by the Indemnitee in connection with the proceeding
if the Indemnitee is wholly successful, on the merits or otherwise, or if
ordered by a court of competent jurisdiction. In addition, under said sections a

                                      II-2
<PAGE>

corporation is permitted to indemnify an Indemnitee against liability incurred
in a proceeding if (i) the Indemnitee's conduct was in good faith and in a
manner he or she reasonably believed was in the corporation's best interests or
at least not opposed to its best interests, (ii) the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful if the proceeding
was a criminal proceeding, (iii) the Indemnitee was not adjudged liable to the
corporation if the proceeding was by or in the right of the corporation, and
(iv) the Indemnitee was not adjudged liable on the basis that he or she
improperly received a personal benefit. Indemnification in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

          The registrant's Restated Articles of Incorporation do not contain any
provisions regarding indemnification. Section 10.1 of the registrant's 1995
Restated Bylaws, as amended, provides that the registrant shall indemnify its
directors and officers to the fullest extent not prohibited by law, including,
but not limited to, the Act.

          The registrant's Restated Articles of Incorporation provide for the
elimination of personal liability of directors to the registrant or its
shareholders for monetary damages for conduct as a director to the full extent
permitted by the Act. Under Section 60.047 of the Act, a corporation may not
eliminate or limit the liability of a director for: (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any unlawful distribution under Section 60.367 of the
Act, or (iv) any transaction from which the director derived an improper
personal benefit.

          The registrant has entered into indemnity agreements with each of its
current directors. The agreements provide that the registrant will hold harmless
and indemnify the director against any liability (as defined) or expense (as
defined), including attorney fees, incurred in any threatened, pending or
completed actions, suits or proceedings, involving the director by reason of the
fact that he or she is or was a director of the registrant to the broadest and
maximum extent permitted by Oregon law (including the Act).

          INSURANCE

          The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them for their wrongful acts in
such capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located on page II-7.

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:

                                      II-3
<PAGE>

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

              (iii) To include any material information with respect to the plan
     of distribution not previously disclosed in the registration statement or
     any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by
reference in the registration statement.

              (2) That, for the purpose 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.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

          (h) 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 provisions described in Item 6 above, 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. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.


                                      II-4
<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 Portland, State of Oregon, as of the 26th day of
May, 1999.

                     GARDENBURGER, INC.
                        (Registrant)


                     By    /s/ Richard C. Dietz
                       --------------------------------------------
                            Richard C. Dietz
                            Executive Vice President, Chief Financial Officer,
                             Secretary and Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 26th day of May, 1999.

                 SIGNATURE                                TITLE
PRINCIPAL EXECUTIVE OFFICER:

LYLE G. HUBBARD*                                President and Chief Executive
                                                Officer and Director
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ Richard C. Dietz
--------------------------------------
Richard C. Dietz                                Executive Vice President, Chief
                                                Financial Officer, Secretary and
                                                Treasurer

A MAJORITY OF THE BOARD OF DIRECTORS:

KYLE A. ANDERSON*                               Director

ALEXANDER P. COLEMAN*                           Director

JASON M. FISH                                   Director

RONALD C. KESSELMAN*                            Director

RICHARD L. MAZER*                               Director

MARY O. MCWILLIAMS*                             Director

MICHAEL L. RAY*                                 Director

E. KAY STEPP*                                   Chairman of the Board


                                      II-5

<PAGE>

PAUL F. WENNER*                                 Founder, Chief Creative Officer,
                                                and Director

*By    /s/ Richard C. Dietz
   ------------------------------------
     Richard C. Dietz, Attorney-in-Fact




                                      II-6
<PAGE>


                                INDEX TO EXHIBITS


         4.1   Instruments defining the rights of security holders. See Article
II, Sections 3, 4, and 5 of Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to the registrant's Form 10-Q Quarterly Report for the
quarter ended March 31, 1999, and Article I of the registrant's 1995 Restated
Bylaws, as amended March 29, 1999, incorporated by reference to Exhibit 3.2 to
the registrant's Form 10-Q Quarterly Report for the quarter ended March 31,
1999.

         4.2   Rights Agreement between the registrant and First Chicago Trust
Company of New York, dated April 25, 1996 ("Rights Agreement"), incorporated by
reference to Exhibit 4 to the registrant's Current Report on Form 8-K filed May
8, 1996.

         4.3   Amendment No. 1 dated as of March 26, 1998, to the Rights
Agreement, incorporated by reference to Exhibit 10.3 to the registrant's Form
10-Q Quarterly Report for the quarter ended March 31, 1998.

         4.4   Amendment No. 2 dated as of April 14, 1999, to the Rights
Agreement, incorporated by reference to Exhibit 10.5 to the registrant's Form
10-Q Quarterly Report for the quarter ended March 31, 1999.

         5     Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the
legality of the securities being registered.

         23.1  Consent of Arthur Andersen LLP.

         23.2  Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included in
Exhibit 5).

         24    Power of attorney of officers and directors.

Other exhibits listed in Item 601 of Regulation S-K are not applicable.



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RELATING TO 2,050,000 SHARES", "secsgml_size_bytes": 16556}]
{"company-data": {"conformed-name": "GARDENBURGER INC", "cik": "0000859735", "assigned-sic": "2030", "irs-number": "930886359", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79455", "film-number": "99636158"}, "business-address": {"street1": "1411 SW MORRISON", "street2": "SUITE 400", "city": "PORTLAND", "state": "OR", "zip": "97205", "phone": "5032051500"}, "mail-address": {"street1": "1411 SW MORRISON STE 400", "city": "PORTLAND", "state": "OR", "zip": "97205"}}
Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                               GARDENBURGER, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   Oregon                               93-0886359
          (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NO.)

        1411 S.W. Morrison Street, Suite 400
                  Portland, Oregon                                    97205
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                               GARDENBURGER, INC.
          1992 FIRST AMENDED AND RESTATED COMBINATION STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                RICHARD C. DIETZ
   Executive Vice President, Chief Financial Officer, Secretary, and Treasurer
                               Gardenburger, Inc.
                      1411 S.W. Morrison Street, Suite 400
                             Portland, Oregon 97205
                            Telephone: (503) 205-1500
          (NAME AND ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

TITLE OF                      PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO    AMOUNT TO BE  OFFERING PRICE     AGGREGATE         AMOUNT OF
BE REGISTERED     REGISTERED     PER SHARE      OFFERING PRICE  REGISTRATION FEE
-------------    ------------ ---------------- ---------------- ----------------

Common Stock,
no par value,
and options
relating thereto 2,050,000 shares       (1)       $19,208,899 (1)      $5,667

================ ================ =============== =============== ==============

(1)  Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
     the registration fee have been computed based on the sum of (a)
     $17,415,519, which represents the aggregate purchase price of 1,819,991
     shares of common stock of Gardenburger, Inc., subject to outstanding
     options and (b) $1,793,380, which represents the fair market value of
     230,009 shares of common stock as to which additional options or other
     awards may be granted. The latter figure was calculated on the basis of the
     average of the high and low sales prices, $7.797, reported for the common
     stock through NASDAQ on May 25, 1999.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:

          (a) The registrant's annual report on Form 10-K for the year ended
December 31, 1998.

          (b) The registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1999.

          (c) The registrant's current reports on Form 8-K filed with the
Commission on January 28, 1999, and April 1, 1999.

          (d) Registration Statement on Form 8-A dated June 23, 1992, as
supplemented by the description of the registrant's common stock included as
Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

          All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          INDEMNIFICATION

          ORS 60.367, a section of the Oregon Business Corporation Act (the
"Act"), provides that any director held liable for an unlawful distribution in
violation of ORS 60.367 is entitled to contribution from (i) every other
director who voted for or assented to the distribution without complying with
the applicable statutory standards of conduct and (ii) each shareholder for the
amount the shareholder accepted knowing the distribution was made in violation
of the Act or the corporation's articles of incorporation.

          Under Sections 60.387 to 60.414 of the Act, a person who is made a
party to a proceeding because such person is or was an officer or director of a
corporation (an "Indemnitee") shall be indemnified by the corporation (unless
the corporation's articles of incorporation provide otherwise) against
reasonable expenses incurred by the Indemnitee in connection with the proceeding
if the Indemnitee is wholly successful, on the merits or otherwise, or if
ordered by a court of competent jurisdiction. In addition, under said sections a

                                      II-2
corporation is permitted to indemnify an Indemnitee against liability incurred
in a proceeding if (i) the Indemnitee's conduct was in good faith and in a
manner he or she reasonably believed was in the corporation's best interests or
at least not opposed to its best interests, (ii) the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful if the proceeding
was a criminal proceeding, (iii) the Indemnitee was not adjudged liable to the
corporation if the proceeding was by or in the right of the corporation, and
(iv) the Indemnitee was not adjudged liable on the basis that he or she
improperly received a personal benefit. Indemnification in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

          The registrant's Restated Articles of Incorporation do not contain any
provisions regarding indemnification. Section 10.1 of the registrant's 1995
Restated Bylaws, as amended, provides that the registrant shall indemnify its
directors and officers to the fullest extent not prohibited by law, including,
but not limited to, the Act.

          The registrant's Restated Articles of Incorporation provide for the
elimination of personal liability of directors to the registrant or its
shareholders for monetary damages for conduct as a director to the full extent
permitted by the Act. Under Section 60.047 of the Act, a corporation may not
eliminate or limit the liability of a director for: (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any unlawful distribution under Section 60.367 of the
Act, or (iv) any transaction from which the director derived an improper
personal benefit.

          The registrant has entered into indemnity agreements with each of its
current directors. The agreements provide that the registrant will hold harmless
and indemnify the director against any liability (as defined) or expense (as
defined), including attorney fees, incurred in any threatened, pending or
completed actions, suits or proceedings, involving the director by reason of the
fact that he or she is or was a director of the registrant to the broadest and
maximum extent permitted by Oregon law (including the Act).

          INSURANCE

          The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them for their wrongful acts in
such capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located on page II-7.

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:

                                      II-3
(i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 ("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;

              (iii) To include any material information with respect to the plan
     of distribution not previously disclosed in the registration statement or
     any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by
reference in the registration statement.

              (2) That, for the purpose 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.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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

          (h) 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 provisions described in Item 6 above, 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. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.

                                      II-4
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 Portland, State of Oregon, as of the 26th day of
May, 1999.

                     GARDENBURGER, INC.
                        (Registrant)

                     By    /s/ Richard C. Dietz
                       --------------------------------------------
                            Richard C. Dietz
                            Executive Vice President, Chief Financial Officer,
                             Secretary and Treasurer

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 26th day of May, 1999.

                 SIGNATURE                                TITLE
PRINCIPAL EXECUTIVE OFFICER:

LYLE G. HUBBARD*                                President and Chief Executive
                                                Officer and Director
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ Richard C. Dietz
--------------------------------------
Richard C. Dietz                                Executive Vice President, Chief
                                                Financial Officer, Secretary and
                                                Treasurer

A MAJORITY OF THE BOARD OF DIRECTORS:

KYLE A. ANDERSON*                               Director

ALEXANDER P. COLEMAN*                           Director

JASON M. FISH                                   Director

RONALD C. KESSELMAN*                            Director

RICHARD L. MAZER*                               Director

MARY O. MCWILLIAMS*                             Director

MICHAEL L. RAY*                                 Director

E. KAY STEPP*                                   Chairman of the Board

                                      II-5
PAUL F. WENNER*                                 Founder, Chief Creative Officer,
                                                and Director

*By    /s/ Richard C. Dietz
   ------------------------------------
     Richard C. Dietz, Attorney-in-Fact

                                      II-6
INDEX TO EXHIBITS

         4.1   Instruments defining the rights of security holders. See Article
II, Sections 3, 4, and 5 of Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to the registrant's Form 10-Q Quarterly Report for the
quarter ended March 31, 1999, and Article I of the registrant's 1995 Restated
Bylaws, as amended March 29, 1999, incorporated by reference to Exhibit 3.2 to
the registrant's Form 10-Q Quarterly Report for the quarter ended March 31,
1999.

         4.2   Rights Agreement between the registrant and First Chicago Trust
Company of New York, dated April 25, 1996 ("Rights Agreement"), incorporated by
reference to Exhibit 4 to the registrant's Current Report on Form 8-K filed May
8, 1996.

         4.3   Amendment No. 1 dated as of March 26, 1998, to the Rights
Agreement, incorporated by reference to Exhibit 10.3 to the registrant's Form
10-Q Quarterly Report for the quarter ended March 31, 1998.

         4.4   Amendment No. 2 dated as of April 14, 1999, to the Rights
Agreement, incorporated by reference to Exhibit 10.5 to the registrant's Form
10-Q Quarterly Report for the quarter ended March 31, 1999.

         5     Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the
legality of the securities being registered.

         23.1  Consent of Arthur Andersen LLP.

         23.2  Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included in
Exhibit 5).

         24    Power of attorney of officers and directors.

Other exhibits listed in Item 601 of Regulation S-K are not applicable.

                                      II-7