As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                              ---------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ---------------------

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

Delaware                                                     81-0470853
(State or other jurisdiction of                              I.R.S. Employer
incorporation or organization)                               Identification No.)

2311 South 7th Avenue
Bozeman, MT                                                  59715
(Address of principal executive offices)                     (Zip Code)

                                 (406) 585-6600
              (Registrant's telephone number, including area code)

             POWERHOUSE TECHNOLOGIES, INC. 1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

Richard M. Haddrill                                     Copy to:
Chief Executive Officer,
President, and Treasurer                                Michael Rosenzweig
Powerhouse Technologies, Inc.                           Rogers & Hardin
2311 South 7th Avenue                                   2700 International Tower
Bozeman, MT 59715                                       229 Peachtree Street NE
(Name and Address of agent for service)                 Atlanta, GA 30303

(406) 585-6600
(Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE


                                                  Proposed maximum           Proposed maximum
Title of Securities           Amount to be        offering price             aggregate offering       Amount of
to be registered               registered         per share(1)               price(1)                 Registration Fee
<S>                           <C>                 <C>                        <C>                      <C>   
Common Stock
($.01 par value)              500,000(2)          *                          *                        $1,622.50
</TABLE>
----------
(1)   Pursuant to Rule 457(c),  the registration fee for the 500,000  additional
      shares  issuable  pursuant to the Plan is based upon a price of $11.00 per
      share, the average of the high and low sales price for the common stock on
      January 12, 1998.
(2)   Pursuant to Rule 429 under the  Securities  Act of 1933,  as amended,  the
      Prospectus which  constitutes a part of this  Registration  Statement also
      relates to an  aggregate of 1,000,000  shares of the  Registrant's  common
      stock registered on a registration statement on Form S-8, Registration No.
      33-86430, filed with the Commission on November 17, 1994.

     This Registration  Statement shall become effective immediately upon filing
     with the Securities and Exchange Commission. 
<PAGE>

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
have been or will be sent or given to  participants  in the Stock Incentive Plan
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the registrant,  Powerhouse Technologies, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference in this  registration
statement:

          (a) The  Company's  Annual  Report  on Form  10-K for the  year  ended
     December 31, 1996;

          (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended March 31, 1997, June 30, 1997 and September 30, 1997;

          (c)  The  Company's  Current  Report  on  Form  8-K,  filed  with  the
     Commission on February 7, 1997;

          (d)  The  Company's  Current  Report  on  Form  8-K,  filed  with  the
     Commission on August 6, 1997;

          (e)  The  Company's  Current  Report  on  Form  8-K,  filed  with  the
     Commission on December 31, 1997;

          (f) The Company's  Proxy  Statement  dated October 15, 1997 related to
     the Annual Meeting of Stockholders held on November 14, 1997; and

          (g) The description of the Common Stock contained in the  Registration
     Statement  on Form 8-A filed  with the  Commission  on June 3,  1991  under
     Section 12(g) of the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof from the  respective  dates of
filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modified or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  registration
statement.

Item 4. Description of Securities

               Not required.

Item 5. Interests of Named Experts

               None
 
                                      2
<PAGE>


Item 6. Indemnification of Directors and Officers

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL")  provides,  in summary,  that the  directors and officers of the Company
may, under certain  circumstances,  be  indemnified  by the Company  against all
expenses incurred by or imposed upon them as such directors and officers,  or as
directors or officers of any other  organization  at the request of the Company,
if they act in good faith and in a manner  they  reasonably  believe to be in or
not  opposed  to the best  interests  of the  Company,  and with  respect to any
criminal action or proceeding, have no reasonable cause to believe their conduct
was unlawful,  except that no indemnification  shall be made against expenses in
respect of any claim,  issue or matter as to which they shall have been adjudged
to be liable to the  Company  unless  and only to the  extent  that the court in
which such action or suit was brought shall  determine  upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.  Section 145 of the DGCL also  provides that
directors  and officers of the Company are entitled to such  indemnification  by
the Company to the extent  that such  persons  are  successful  on the merits or
otherwise in defending any such action, suit or proceeding. The Company's Bylaws
provide for the  indemnification by the Company of officers and directors to the
fullest extent permitted by Section 145 of the DGCL.

     The  Company  has  entered  into or  intends to enter  into  agreements  to
indemnify its directors and officers in addition to the indemnification provided
for in the Bylaws. These agreements, among other things, indemnify the Company's
directors  and  officers  for  certain  expenses  (including  attorneys'  fees),
judgments, fines and settlement amounts incurred by such person in any action by
or in the right of the Company,  on account of services as a director or officer
of the Company or as a director or officer of any subsidiary of the Company,  or
as a director  of any other  company  or  enterprise  that the  person  provides
services  to at the request of the  Company.  The  Company  believes  that these
provisions and agreements are necessary to attract and retain qualified  persons
as directors and officers.

     The Company has  obtained,  at its  expense,  liability  insurance  for its
directors  and  officers.  The  insurance  covers  certain  liabilities  of  the
Company's  directors and officers arising out of actions taken in their official
capacities, subject to certain exclusions. As of the date hereof coverage limits
of the liability insurance were an aggregate of $5 million.


Item 7. Exemption from Registration Claimed.

               Not applicable.


Item 8. Exhibits

               The  exhibits to this  registration  statement  are listed on the
          Exhibit Index included elsewhere herein.

Item 9. Undertakings.

               The Company hereby undertakes:

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

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

                                       3
<PAGE>


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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 payment by the Company of expenses incurred
or paid by a  director,  officer  or  controlling  person of the  Company 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 Company  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, the Company  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 Bozeman, State of Montana, on January 16, 1998

                                   POWERHOUSE TECHNOLOGIES, INC.



                                   By:      /s/ Richard M. Haddrill
                                            ------------------------------------
                                            Richard M. Haddrill, Chief Executive
                                            Officer, President and Treasurer

                                       4
<PAGE>


     Pursuant to the  requirements  of the  Securities  Act , this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>

Signature                                            Title                                       Date
<S>                                         <C>                                                  <C>    

/s/ Richard M. Haddrill
-----------------------                     Chief Executive Officer,                             January 16, 1998
Richard M. Haddrill                         President, Treasurer and Director
                                            (Principal Executive Officer)
/s/ Susan Carstensen
-----------------------                     Chief Financial Officer                              January 16, 1998
Susan Carstensen                            (Principal Financial Officer)

/s/ Richard M. Burt
-----------------------                     Chairman and Director                                January 16, 1998
Richard M. Burt

/s/ James J. Davey
-----------------------                     Vice Chairman and Director                           January 16, 1998
James J. Davey

/s/ Patricia Becker
-----------------------                     Director                                             January 16, 1998
Patricia Becker

/s/ John Hardesty
-----------------------                     Director                                             January 16, 1998
John Hardesty

/s/ William Spier
-----------------------                     Director                                             January 16, 1998
William Spier

</TABLE>                                       
                                       5
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No.       Description of Exhibit                                                 Numbered Copy
 <S> <C>           <C>                                                               <C>    
                    
      4.1           Certificate of Incorporation of the Company (incorporated by     Incorporated by Reference
                    reference   to   Exhibit   3.2  to  the  1991   Registrant's
                    Registration   Statement  on  Form  S-1   (Registration  No.
                    33-41000) filed on July 24, 1991 (the "Form S-1") as amended
                    as   reported   on  Form  8-K  filed   December   31,   1997
                    (File No. 000-19322).

      4.2           Bylaws of the Company  (incorporated by reference to Exhibit     Incorporated by Reference
                    3.2 to the Form S-1.

      5.0           Opinion of Rogers & Hardin LLP                                               7

     23.1           Consent of KPMG Peat Marwick LLP                                             9

     23.2           Consent of Rogers & Hardin LLP  (included  in Exhibit 5.1 to                 7
                    this Registration Statement).

</TABLE>
                                       6
[{"type": "S-8", "sequence": "1", "description": "1994 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 16594}]
{"company-data": {"conformed-name": "POWERHOUSE TECHNOLOGIES INC /DE", "cik": "0000875459", "assigned-sic": "3578", "irs-number": "810470853", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44379", "film-number": "98508209"}, "business-address": {"street1": "2311 SOUTH 7TH AVENUE", "city": "BOZEMAN", "state": "MT", "zip": "59715", "phone": "4065856600"}, "mail-address": {"street1": "2311 SOUTH 7TH AVENUE", "city": "BOZEMAN", "state": "MT", "zip": "59715"}, "former-company": {"former-conformed-name": "VIDEO LOTTERY TECHNOLOGIES INC/DE", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                              ---------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ---------------------

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

Delaware                                                     81-0470853
(State or other jurisdiction of                              I.R.S. Employer
incorporation or organization)                               Identification No.)

2311 South 7th Avenue
Bozeman, MT                                                  59715
(Address of principal executive offices)                     (Zip Code)

                                 (406) 585-6600
              (Registrant's telephone number, including area code)

             POWERHOUSE TECHNOLOGIES, INC. 1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

Richard M. Haddrill                                     Copy to:
Chief Executive Officer,
President, and Treasurer                                Michael Rosenzweig
Powerhouse Technologies, Inc.                           Rogers & Hardin
2311 South 7th Avenue                                   2700 International Tower
Bozeman, MT 59715                                       229 Peachtree Street NE
(Name and Address of agent for service)                 Atlanta, GA 30303

(406) 585-6600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                  Proposed maximum           Proposed maximum
Title of Securities           Amount to be        offering price             aggregate offering       Amount of
to be registered               registered         per share(1)               price(1)                 Registration Fee
Common Stock
($.01 par value)              500,000(2)          *                          *                        $1,622.50
----------
(1)   Pursuant to Rule 457(c),  the registration fee for the 500,000  additional
      shares  issuable  pursuant to the Plan is based upon a price of $11.00 per
      share, the average of the high and low sales price for the common stock on
      January 12, 1998.
(2)   Pursuant to Rule 429 under the  Securities  Act of 1933,  as amended,  the
      Prospectus which  constitutes a part of this  Registration  Statement also
      relates to an  aggregate of 1,000,000  shares of the  Registrant's  common
      stock registered on a registration statement on Form S-8, Registration No.
      33-86430, filed with the Commission on November 17, 1994.

     This Registration  Statement shall become effective immediately upon filing
     with the Securities and Exchange Commission.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
have been or will be sent or given to  participants  in the Stock Incentive Plan
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the registrant,  Powerhouse Technologies, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference in this  registration
statement:

          (a) The  Company's  Annual  Report  on Form  10-K for the  year  ended
     December 31, 1996;

          (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended March 31, 1997, June 30, 1997 and September 30, 1997;

          (c)  The  Company's  Current  Report  on  Form  8-K,  filed  with  the
     Commission on February 7, 1997;

          (d)  The  Company's  Current  Report  on  Form  8-K,  filed  with  the
     Commission on August 6, 1997;

          (e)  The  Company's  Current  Report  on  Form  8-K,  filed  with  the
     Commission on December 31, 1997;

          (f) The Company's  Proxy  Statement  dated October 15, 1997 related to
     the Annual Meeting of Stockholders held on November 14, 1997; and

          (g) The description of the Common Stock contained in the  Registration
     Statement  on Form 8-A filed  with the  Commission  on June 3,  1991  under
     Section 12(g) of the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof from the  respective  dates of
filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modified or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  registration
statement.

Item 4. Description of Securities

               Not required.

Item 5. Interests of Named Experts

               None
 
                                      2
Item 6. Indemnification of Directors and Officers

                  Section  145 of the  Delaware  General  Corporation  Law  (the
"DGCL")  provides,  in summary,  that the  directors and officers of the Company
may, under certain  circumstances,  be  indemnified  by the Company  against all
expenses incurred by or imposed upon them as such directors and officers,  or as
directors or officers of any other  organization  at the request of the Company,
if they act in good faith and in a manner  they  reasonably  believe to be in or
not  opposed  to the best  interests  of the  Company,  and with  respect to any
criminal action or proceeding, have no reasonable cause to believe their conduct
was unlawful,  except that no indemnification  shall be made against expenses in
respect of any claim,  issue or matter as to which they shall have been adjudged
to be liable to the  Company  unless  and only to the  extent  that the court in
which such action or suit was brought shall  determine  upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.  Section 145 of the DGCL also  provides that
directors  and officers of the Company are entitled to such  indemnification  by
the Company to the extent  that such  persons  are  successful  on the merits or
otherwise in defending any such action, suit or proceeding. The Company's Bylaws
provide for the  indemnification by the Company of officers and directors to the
fullest extent permitted by Section 145 of the DGCL.

     The  Company  has  entered  into or  intends to enter  into  agreements  to
indemnify its directors and officers in addition to the indemnification provided
for in the Bylaws. These agreements, among other things, indemnify the Company's
directors  and  officers  for  certain  expenses  (including  attorneys'  fees),
judgments, fines and settlement amounts incurred by such person in any action by
or in the right of the Company,  on account of services as a director or officer
of the Company or as a director or officer of any subsidiary of the Company,  or
as a director  of any other  company  or  enterprise  that the  person  provides
services  to at the request of the  Company.  The  Company  believes  that these
provisions and agreements are necessary to attract and retain qualified  persons
as directors and officers.

     The Company has  obtained,  at its  expense,  liability  insurance  for its
directors  and  officers.  The  insurance  covers  certain  liabilities  of  the
Company's  directors and officers arising out of actions taken in their official
capacities, subject to certain exclusions. As of the date hereof coverage limits
of the liability insurance were an aggregate of $5 million.

Item 7. Exemption from Registration Claimed.

               Not applicable.

Item 8. Exhibits

               The  exhibits to this  registration  statement  are listed on the
          Exhibit Index included elsewhere herein.

Item 9. Undertakings.

               The Company hereby undertakes:

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

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

                                       3
(b) That,  for the  purpose of  determining  any  liability  under the
     Securities  Act,  each   post-effective   amendment  to  this  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 payment by the Company of expenses incurred
or paid by a  director,  officer  or  controlling  person of the  Company 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 Company  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, the Company  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 Bozeman, State of Montana, on January 16, 1998

                                   POWERHOUSE TECHNOLOGIES, INC.

                                   By:      /s/ Richard M. Haddrill
                                            ------------------------------------
                                            Richard M. Haddrill, Chief Executive
                                            Officer, President and Treasurer

                                       4
Pursuant to the  requirements  of the  Securities  Act , this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:
Signature                                            Title                                       Date
/s/ Richard M. Haddrill
-----------------------                     Chief Executive Officer,                             January 16, 1998
Richard M. Haddrill                         President, Treasurer and Director
                                            (Principal Executive Officer)
/s/ Susan Carstensen
-----------------------                     Chief Financial Officer                              January 16, 1998
Susan Carstensen                            (Principal Financial Officer)

/s/ Richard M. Burt
-----------------------                     Chairman and Director                                January 16, 1998
Richard M. Burt

/s/ James J. Davey
-----------------------                     Vice Chairman and Director                           January 16, 1998
James J. Davey

/s/ Patricia Becker
-----------------------                     Director                                             January 16, 1998
Patricia Becker

/s/ John Hardesty
-----------------------                     Director                                             January 16, 1998
John Hardesty

/s/ William Spier
-----------------------                     Director                                             January 16, 1998
William Spier
5
Exhibit No.       Description of Exhibit                                                 Numbered Copy
4.1           Certificate of Incorporation of the Company (incorporated by     Incorporated by Reference
                    reference   to   Exhibit   3.2  to  the  1991   Registrant's
                    Registration   Statement  on  Form  S-1   (Registration  No.
                    33-41000) filed on July 24, 1991 (the "Form S-1") as amended
                    as   reported   on  Form  8-K  filed   December   31,   1997
                    (File No. 000-19322).

      4.2           Bylaws of the Company  (incorporated by reference to Exhibit     Incorporated by Reference
                    3.2 to the Form S-1.

      5.0           Opinion of Rogers & Hardin LLP                                               7

     23.1           Consent of KPMG Peat Marwick LLP                                             9

     23.2           Consent of Rogers & Hardin LLP  (included  in Exhibit 5.1 to                 7
                    this Registration Statement).
6