As filed with the Securities and Exchange Commission on December 6, 1995
                                                Registration No. 33-______	

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                FORM S-8
                          REGISTRATION STATEMENT
                                 UNDER
                        THE SECURITIES ACT OF 1933

                  WASATCH EDUCATION SYSTEMS CORPORATION
          (Exact name of registrant as specified in its charter)
               Utah                               87-0458433
(State or other jurisdiction of                (I.R.S. employer
incorporation or organization)                identification no.)

                    5250 South 300 West, Suite #101
                       Salt Lake City, UT 84107
       (Address of principal executive offices, including zip code)

                       1995 EMPLOYEE STOCK OPTION PLAN
                  1995 EXECUTIVE OFFICER STOCK OPTION PLAN
                          (Full title of the plans)

                               Ralph J. Brown
                           Chief Financial Officer
                       5250 South 300 West, Suite #101
                           Salt Lake City, UT 84107
                               (801) 261-1001
(Name, address and telephone number, including area code, of agent for service)

                                 Copies to:

                          Robert B. Dellenbach, Esq.
                               Fenwick & West
                           Two Palo Alto Square
                       Palo Alto, California  94306
<TABLE>
                     CALCULATION OF REGISTRATION FEE
<CAPTION>
                       Amount   Proposed Maximum  Proposed Maximum    Amount of   
Title of Securities    to be     Offering Price      Aggregate      Registration 
to be Registered     Registered   Per Share        Offering Price       Fee
<S>                 <C>         <C>               <C>               <C>
Common Stock, no
par value           1,310,000(1)    $0.52(2)         $681,200(2)        $234.90

Common Stock, no
par value             740,000(3)    $0.41(2)         $303,400           $104.62
<FN>
<F1>
(1)	Shares available for grant and not subject to outstanding options as of
    November 30, 1995 under the Registrant's 1995 Employee Stock Option Plan
    and under Registrant's 1995 Executive Officer Stock Option Plan.
<F2>
(2)	Estimated as of November 30, 1995 pursuant to Rule 457(c) solely for the
    purpose of calculating the amount of the registration fee.
<F3>
(3)	Shares issuable upon exercise of outstanding options granted as of November
    30, 1995 under the Registrant's 1995 Employee Stock Option Plan and under
    Registrant's 1995 Executive Officer Stock Option Plan.
</FN>
</TABLE>
 This Registration Statement, including exhibits, consists of 9 sequentially 
numbered pages. The Index to Exhibits appears on sequentially numbered page 7.
<PAGE>

Item 3.  Incorporation of Documents by Reference.

 The following documents filed by Wasatch Education Systems Corporation (the 
"Registrant").with the Securities and Exchange Commission (the "Commission") 
are incorporated herein by reference:

(a)	The Registrant's annual report on Form 10-KSB (File No. 0-17190) for the 
    fiscal year ended June 30, 1995 filed pursuant to Section 13(a) or 15(d)
    of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
    which contains among other things the financial statements of the 
    Registrant for the two year period ended June 30, 1995, together with the
    report thereon of Arthur Andersen LLP, independent public accountants.

(b)	The Registrant's Quarterly Reports on Form 10-QSB (File No. 0-17190) for 
    the quarters ended September 30, 1995.

(c)	The description of the Registrant's Common Stock contained in the 
    Registrant's Registration Statement on Form 8-A filed on October 4, 1988 
    with the Commission under Section 12(g) of the Exchange Act, including any
    amendment or report filed for the purpose of updating such description.

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

	The Registrant's Articles of Incorporation include a provision that eliminates
the personal liability of its directors and/or officers to the Registrant or 
its shareholders for monetary damages for breach of the director's fiduciary 
duties in certain circumstances.  This limitation has no effect on a director's
liability (i) for acts or omissions not in good faith, or for intentional 
misconduct or knowing violation of law, or (ii) for a breach of the director's
duty of loyalty to the Registrant or its shareholders.

	The Registrant's Articles of Incorporation also provide for the 
indemnification of any and all persons who may serve at any time as a director
or officer of the Registrant. The Articles provide for such indemnification of
directors and/or officers against any and all expenses, including amounts 
paid upon judgments, attorney fees, and amounts paid in settlement before or 
after suit is commenced, which are actually and necessarily incurred by such 
persons in connection with defense or settlement of any claim, action, suit 
or proceeding in which they, or any of them, are made parties, or which may 
be asserted against them or any of them by reason of being, or having been, 
directors or officers of the corporation, except in relation to such matters 
in which such director or officer shall be adjudged to be liable for his own 
negligence or misconduct in the performance of his duty.  Such indemnification
shall be in addition to any other rights to which those indemnified may be 
entitled under any law, bylaw, agreement, vote of stockholders, or otherwise.
<PAGE>

	The Registrant's Bylaws provide for indemnification of the Registrant's 
directors and officers.  The Registrant's Bylaws provide for the 
indemnification of such persons as provided under the Utah Business Corporation
Act, except that no such person shall be indemnified against, or be reimbursed
for, any expense incurred in connection with any claim or liability arising 
out of such persons's own negligence or willful misconduct. In addition, the 
Registrant, at its discretion, may provide indemnification to persons whom 
the Registrant is not obligated to indemnify.  The Bylaws also allow the 
Registrant to enter into indemnification agreements with individual directors,
officers and employees.  

Section 16-10a-902 of the Utah Business Corporation Act provides that a 
corporation may indemnify any individual, made a party to a proceeding because
he is or was a director, against liability incurred in the proceeding if (a)
his conduct was in good faith; (b) he reasonably believed that his conduct 
was in, or not opposed to, the corporation's best interests; and (c) in the 
case of any criminal proceeding, he had no reasonable cause to believe his 
conduct was unlawful.  A corporation may not indemnify a director who satisfies
(a) through (c) above if the indemnification is sought (i) in connection with
a proceeding by or in the right of the corporation in which the director was 
adjudged liable to the corporation; or (ii) in connection with any other 
proceeding charging that the director derived an improper personal benefit, 
whether or not involving action in his official capacity, in which proceeding
he was adjudged liable on the basis that he derived an improper personal 
benefit.  

Section 16-10a 907 provides that, unless the corporation's articles of 
incorporation provide otherwise, the corporation may indemnify and advance 
expenses to an officer, employee, fiduciary, or agent of the corporation to 
the same extent as to a director; and a corporation may also indemnify and 
advance expenses to an officer, employee, fiduciary, or agent who is not a 
director to a greater extent, if not inconsistent with public policy, and if 
provided for by its articles of incorporation, bylaws, general or specific 
action of its board of directors, or contract.

Item 7.	Exemption from Registration Claimed.

        	Not Applicable.

Item 8.	Exhibits.

         4.01	Registrant's Articles of Incorporation, as amended.*

         4.02	Registrant's Bylaws (incorporated herein by reference to the 
              filed Exhibit to the Registrant's Registration Statement on Form
              S-1 (File No. 33-23885) declared effective by the Commission on
              October 4, 1988 (the "Form S-1")).

         4.03	Registrant's 1995 Employee Stock Option Plan and related 
              documents.*

         4.04	Registrant's 1995 Executive Officer Stock Option Plan and related
              documents.*

         5.01	Opinion of Fenwick & West.

        23.01	Consent of Fenwick & West (included in Exhibit 5.01).

        23.02	Consent of Arthur Andersen LLP, Independent Public Accountants.

        24.01	Power of Attorney (see page 5).

* Incorporated by reference to the filed Exhibit to the Registrant's Annual 
Report on Form 10-KSB (File No. 0-17190) filed on October 13, 1995.
<PAGE>

Item 9.	Undertakings.

      The undersigned Registrant hereby undertakes to:

           (1)	File, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:

            (i)	Include any prospectus required by Section 10(a)(3) of the 
                Securities Act;

           (ii)	Reflect in the prospectus any facts or events which, 
                individually or together, represent a fundamental change in 
                the information in the Registration Statement; and

          (iii)	Include any additional or changed material information on 
                the plan of distribution;

       provided, however, that paragraphs (1)(i) and (1)(ii) above do not 
apply if the information required to be included in a post-effective amendment
by those paragraphs is incorporated by reference from periodic reports filed 
by the Registrant under the Exchange Act.

           (2)	For the purpose of determining any liability under the 
Securities Act, treat each post-effective amendment as a new registration 
statement of the securities offered, and the offering of the securities at 
that time to be the initial bona fide offering thereof.

           (3)	File a post-effective amendment to remove from registration 
any of the securities being registered which remain unsold at the end of the 
offering.

 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 discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 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 hereby, 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 Salt Lake City, State of Utah, on the 6th day of 
December, 1995.

                                         WASATCH EDUCATION SYSTEMS CORPORATION
	
		
                                         By:     /s/Ralph J. Brown
                                                    Ralph J. Brown
                                                    Chief Financial Officer

                                 POWER OF ATTORNEY
	KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears 
below constitutes and appoints Barbara Morris and Ralph J. Brown, and each of
them, her or his true and lawful attorneys-in-fact and agents with full power
of substitution, for her or him and in her or his name, place and stead, in 
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement on Form S-8, and to file
the same with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about 
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents or any of them, or her, his or their substitute or substitutes, may 
lawfully do or cause to be done by virtue hereof.

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

        Signature                        Title                     Date	

Principal Executive Officer:


/s/ Barbara Morris             President, Chief Executive     December 6, 1995
    Barbara Morris               Officer and a Director


Principal Financial Officer 
  and Accounting Officer:


/s/ Ralph J. Brown             Chief Financial Officer        December 6, 1995
    Ralph J. Brown	
<PAGE>		

Additional Directors:


        Signature                        Title                     Date	

/s/ Gregory T. George          Director                       December 6, 1995
    Gregory T. George		


/s/ Jeffrey W. Keimer          Director                       December 6, 1995
    Jeffrey W. Keimer		


/s/ Carolyn Poe                Director                       December 6, 1995
    Carolyn Poe
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{"company-data": {"conformed-name": "WASATCH EDUCATION SYSTEMS CORP /UT/", "cik": "0000837987", "assigned-sic": "7373", "irs-number": "870458433", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64833", "film-number": "95600122"}, "business-address": {"street1": "5250 SOUTH 300 WEST STE 100", "city": "SALT LAKE CITY", "state": "UT", "zip": "84107", "phone": "8012611001"}, "mail-address": {"street2": "5250 SOUTH 300 WEST SUITE 100", "city": "SALT LAKE CITY", "state": "UT", "zip": "84107"}}
As filed with the Securities and Exchange Commission on December 6, 1995
                                                Registration No. 33-______	

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                FORM S-8
                          REGISTRATION STATEMENT
                                 UNDER
                        THE SECURITIES ACT OF 1933

                  WASATCH EDUCATION SYSTEMS CORPORATION
          (Exact name of registrant as specified in its charter)
               Utah                               87-0458433
(State or other jurisdiction of                (I.R.S. employer
incorporation or organization)                identification no.)

                    5250 South 300 West, Suite #101
                       Salt Lake City, UT 84107
       (Address of principal executive offices, including zip code)

                       1995 EMPLOYEE STOCK OPTION PLAN
                  1995 EXECUTIVE OFFICER STOCK OPTION PLAN
                          (Full title of the plans)

                               Ralph J. Brown
                           Chief Financial Officer
                       5250 South 300 West, Suite #101
                           Salt Lake City, UT 84107
                               (801) 261-1001
(Name, address and telephone number, including area code, of agent for service)

                                 Copies to:

                          Robert B. Dellenbach, Esq.
                               Fenwick & West
                           Two Palo Alto Square
                       Palo Alto, California  94306

                     CALCULATION OF REGISTRATION FEE
Amount   Proposed Maximum  Proposed Maximum    Amount of   
Title of Securities    to be     Offering Price      Aggregate      Registration 
to be Registered     Registered   Per Share        Offering Price       Fee
Common Stock, no
par value           1,310,000(1)    $0.52(2)         $681,200(2)        $234.90

Common Stock, no
par value             740,000(3)    $0.41(2)         $303,400           $104.62
(1)	Shares available for grant and not subject to outstanding options as of
    November 30, 1995 under the Registrant's 1995 Employee Stock Option Plan
    and under Registrant's 1995 Executive Officer Stock Option Plan.
(2)	Estimated as of November 30, 1995 pursuant to Rule 457(c) solely for the
    purpose of calculating the amount of the registration fee.
(3)	Shares issuable upon exercise of outstanding options granted as of November
    30, 1995 under the Registrant's 1995 Employee Stock Option Plan and under
    Registrant's 1995 Executive Officer Stock Option Plan.
This Registration Statement, including exhibits, consists of 9 sequentially 
numbered pages. The Index to Exhibits appears on sequentially numbered page 7.
Item 3.  Incorporation of Documents by Reference.

 The following documents filed by Wasatch Education Systems Corporation (the 
"Registrant").with the Securities and Exchange Commission (the "Commission") 
are incorporated herein by reference:

(a)	The Registrant's annual report on Form 10-KSB (File No. 0-17190) for the 
    fiscal year ended June 30, 1995 filed pursuant to Section 13(a) or 15(d)
    of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
    which contains among other things the financial statements of the 
    Registrant for the two year period ended June 30, 1995, together with the
    report thereon of Arthur Andersen LLP, independent public accountants.

(b)	The Registrant's Quarterly Reports on Form 10-QSB (File No. 0-17190) for 
    the quarters ended September 30, 1995.

(c)	The description of the Registrant's Common Stock contained in the 
    Registrant's Registration Statement on Form 8-A filed on October 4, 1988 
    with the Commission under Section 12(g) of the Exchange Act, including any
    amendment or report filed for the purpose of updating such description.

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

	The Registrant's Articles of Incorporation include a provision that eliminates
the personal liability of its directors and/or officers to the Registrant or 
its shareholders for monetary damages for breach of the director's fiduciary 
duties in certain circumstances.  This limitation has no effect on a director's
liability (i) for acts or omissions not in good faith, or for intentional 
misconduct or knowing violation of law, or (ii) for a breach of the director's
duty of loyalty to the Registrant or its shareholders.

	The Registrant's Articles of Incorporation also provide for the 
indemnification of any and all persons who may serve at any time as a director
or officer of the Registrant. The Articles provide for such indemnification of
directors and/or officers against any and all expenses, including amounts 
paid upon judgments, attorney fees, and amounts paid in settlement before or 
after suit is commenced, which are actually and necessarily incurred by such 
persons in connection with defense or settlement of any claim, action, suit 
or proceeding in which they, or any of them, are made parties, or which may 
be asserted against them or any of them by reason of being, or having been, 
directors or officers of the corporation, except in relation to such matters 
in which such director or officer shall be adjudged to be liable for his own 
negligence or misconduct in the performance of his duty.  Such indemnification
shall be in addition to any other rights to which those indemnified may be 
entitled under any law, bylaw, agreement, vote of stockholders, or otherwise.
The Registrant's Bylaws provide for indemnification of the Registrant's 
directors and officers.  The Registrant's Bylaws provide for the 
indemnification of such persons as provided under the Utah Business Corporation
Act, except that no such person shall be indemnified against, or be reimbursed
for, any expense incurred in connection with any claim or liability arising 
out of such persons's own negligence or willful misconduct. In addition, the 
Registrant, at its discretion, may provide indemnification to persons whom 
the Registrant is not obligated to indemnify.  The Bylaws also allow the 
Registrant to enter into indemnification agreements with individual directors,
officers and employees.  

Section 16-10a-902 of the Utah Business Corporation Act provides that a 
corporation may indemnify any individual, made a party to a proceeding because
he is or was a director, against liability incurred in the proceeding if (a)
his conduct was in good faith; (b) he reasonably believed that his conduct 
was in, or not opposed to, the corporation's best interests; and (c) in the 
case of any criminal proceeding, he had no reasonable cause to believe his 
conduct was unlawful.  A corporation may not indemnify a director who satisfies
(a) through (c) above if the indemnification is sought (i) in connection with
a proceeding by or in the right of the corporation in which the director was 
adjudged liable to the corporation; or (ii) in connection with any other 
proceeding charging that the director derived an improper personal benefit, 
whether or not involving action in his official capacity, in which proceeding
he was adjudged liable on the basis that he derived an improper personal 
benefit.  

Section 16-10a 907 provides that, unless the corporation's articles of 
incorporation provide otherwise, the corporation may indemnify and advance 
expenses to an officer, employee, fiduciary, or agent of the corporation to 
the same extent as to a director; and a corporation may also indemnify and 
advance expenses to an officer, employee, fiduciary, or agent who is not a 
director to a greater extent, if not inconsistent with public policy, and if 
provided for by its articles of incorporation, bylaws, general or specific 
action of its board of directors, or contract.

Item 7.	Exemption from Registration Claimed.

        	Not Applicable.

Item 8.	Exhibits.

         4.01	Registrant's Articles of Incorporation, as amended.*

         4.02	Registrant's Bylaws (incorporated herein by reference to the 
              filed Exhibit to the Registrant's Registration Statement on Form
              S-1 (File No. 33-23885) declared effective by the Commission on
              October 4, 1988 (the "Form S-1")).

         4.03	Registrant's 1995 Employee Stock Option Plan and related 
              documents.*

         4.04	Registrant's 1995 Executive Officer Stock Option Plan and related
              documents.*

         5.01	Opinion of Fenwick & West.

        23.01	Consent of Fenwick & West (included in Exhibit 5.01).

        23.02	Consent of Arthur Andersen LLP, Independent Public Accountants.

        24.01	Power of Attorney (see page 5).

* Incorporated by reference to the filed Exhibit to the Registrant's Annual 
Report on Form 10-KSB (File No. 0-17190) filed on October 13, 1995.
Item 9.	Undertakings.

      The undersigned Registrant hereby undertakes to:

           (1)	File, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:

            (i)	Include any prospectus required by Section 10(a)(3) of the 
                Securities Act;

           (ii)	Reflect in the prospectus any facts or events which, 
                individually or together, represent a fundamental change in 
                the information in the Registration Statement; and

          (iii)	Include any additional or changed material information on 
                the plan of distribution;

       provided, however, that paragraphs (1)(i) and (1)(ii) above do not 
apply if the information required to be included in a post-effective amendment
by those paragraphs is incorporated by reference from periodic reports filed 
by the Registrant under the Exchange Act.

           (2)	For the purpose of determining any liability under the 
Securities Act, treat each post-effective amendment as a new registration 
statement of the securities offered, and the offering of the securities at 
that time to be the initial bona fide offering thereof.

           (3)	File a post-effective amendment to remove from registration 
any of the securities being registered which remain unsold at the end of the 
offering.

 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 discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 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 hereby, 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 Salt Lake City, State of Utah, on the 6th day of 
December, 1995.

                                         WASATCH EDUCATION SYSTEMS CORPORATION
	
		
                                         By:     /s/Ralph J. Brown
                                                    Ralph J. Brown
                                                    Chief Financial Officer

                                 POWER OF ATTORNEY
	KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears 
below constitutes and appoints Barbara Morris and Ralph J. Brown, and each of
them, her or his true and lawful attorneys-in-fact and agents with full power
of substitution, for her or him and in her or his name, place and stead, in 
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement on Form S-8, and to file
the same with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about 
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents or any of them, or her, his or their substitute or substitutes, may 
lawfully do or cause to be done by virtue hereof.

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

        Signature                        Title                     Date	

Principal Executive Officer:

/s/ Barbara Morris             President, Chief Executive     December 6, 1995
    Barbara Morris               Officer and a Director

Principal Financial Officer 
  and Accounting Officer:

/s/ Ralph J. Brown             Chief Financial Officer        December 6, 1995
    Ralph J. Brown
Additional Directors:

        Signature                        Title                     Date	

/s/ Gregory T. George          Director                       December 6, 1995
    Gregory T. George		

/s/ Jeffrey W. Keimer          Director                       December 6, 1995
    Jeffrey W. Keimer		

/s/ Carolyn Poe                Director                       December 6, 1995
    Carolyn Poe