UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _____________

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                                  _____________

                        TECHNOLOGY RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)

                  Florida                                   59-2095002
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                     Identification No.)

            5250 140th Avenue North
                Clearwater, Florida                            33760
      (Address of Principal Executive Offices)               (Zip Code)

                                  _____________


      Technology Research Corporation 2000 Long Term Incentive Plan, as amended
                           (Full title of the plan)

                                  _____________

                                  Scott Loucks
                            Chief Financial Officer
                        Technology Research Corporation
                            5250 140th Avenue North
                            Clearwater, Florida 33760

                     (Name and address of agent for service)

                                  (727) 535-0572
           (Telephone number, including area code, of agent for service)

                                  _____________

                        Copies of all communications to:

                              Randy K. Sterns, Esq.
                   Bush, Ross, Gardner, Warren & Rudy, P.A.
                           220 South Franklin Street
                             Tampa, Florida 33602
                                (813) 224-9255
                                (813) 223-9620











                           Calculation of Registration Fee

                                  Proposed        Proposed
Title of                          Maximum         Maximum          Amount of
Securities to    Amount to be     Offering Price  Aggregate        Registration
Registered       Registered (1)   Per Share       Offering Price   Fee
_______________  ______________   ______________  ______________   ____________
common stock,    300,000 shares(2)  $12.09(2)     $3,627,000(2)    $293.42(3)
$.51 par value

(1)  In accordance with the provisions of Rule 416 under the Securities Act of
1933, as amended, this Registration Statement shall be deemed to cover any
additional securities that may from time to time be offered or issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.

(2)  Such shares are not subject to outstanding options.  The exercise price
of options granted under the Plan shall be determined at the time of grant.

(3)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based
upon the closing price reported on the NASDAQ National Market on November 21,
2003.


                 REGISTRATION OF ADDITIONAL SHARES PURSUANT
                           TO GENERAL INSTRUCTION E

The Registrant is filing this Registration Statement on Form S-8 to register an
additional 300,000 shares of Common Stock issuable under an Amendment Number 1
to the Registrant's 2000 Long Term Incentive Plan (the "Plan"), which amendment
was approved by the Registrant's stockholders on August 21, 2003.  Pursuant to
General Instruction E of Form S-8, this Registration Statement on Form S-8
Hereby incorporates by reference the contents of the Registrant's Registration
Statement on Form S-8 (File No. 333-96975) filed with the Securities and
Exchange Commission (the "Commission") on July 23, 2002 relating to the
Technology Research Corporation 2000 Long Term Incentive Plan.


                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act.  These
documents need not be filed with the Securities and Exchange Commission, the
SEC, either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.  These
documents, which include the statement of availability required by Item 2 of
Form S-8, and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Form S-8 (Part II of this registration
statement), taken together, constitute a prospectus that meets the requirements
of section 10(a) of the Securities Act.





                                       -2-

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     We have filed with the Commission and hereby incorporate by reference in
this Registration Statement the following documents:



     (a)  The Registrant's Annual Report on Form 10-K for the year ended
          March 31, 2003, filed on June 27, 2003 .

     (b)  Our Proxy Statement for its 2003 Annual Meeting of Stockholders,
          filed on July 16, 2003.

     (c)  Our Quarterly Report on Form 10-QSB for the quarter ended June 30,
          2003, filed on August 14, 2003.

     (d)  Our Quarterly Report on Form 10-QSB for the quarter September 30,
          2003, filed on November 14, 2003.

     (e)  The description of the Common Stock which is contained in the
          Registrant's Registration Statement on Form S-1, dated November 6,
          1989, File No. 33-31967, effective January 16, 1990, as filed
          pursuant to the Securities Act of 1933, under the caption
          "Description of Securities."

     (f)  All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934, prior to the filing of a post-effective amendment 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
          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.












                                       -3-

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is a Florida corporation.  The Registrant's Articles of
Incorporation provides that, to the fullest extent permitted by Florida law,
its directors shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director.  This provision
in the Articles of Incorporation does not eliminate the directors' fiduciary
duty, and in appropriate circumstances, equitable remedies such as injunctive
or other forms of non-monetary relief will remain available under Florida law.

     In addition, each director will continue to be subject to liability for
breach of the directors' duty of loyalty to the Registrant for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Florida law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

     In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Florida law.  The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification.  The Registrant's Bylaws permit, and its Board of Directors
has authorized, the purchase of liability insurance for the Registrant's
officers and directors.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.  The Registrant believes that its
Articles of Incorporation and Bylaw provisions are necessary to attract and
retain qualified persons as directors and officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8. EXHIBITS.

     4.1   The Technology Research Corporation 2000 Long Term Incentive Plan
           as filed with the Commission as Exhibit "A" in the Registrant's
           definitive Proxy Statement dated July 14, 2000 is hereby
           incorporated by reference.

     5.1   Opinion of Bush Ross Gardner Warren & Rudy, P.A. regarding legality
           of the Common Stock.

     23.1  Independent Auditors' Consent of KPMG LLP.

     24.1  Powers of Attorney.

                                       -4-

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 to:

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

                 (ii)  To reflect in the prospectus any facts or event arising
                       after the effective date of the Registration Statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represents 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 Securities and Exchange Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

             (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities and Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.





                                       -5-

         (c)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons of Registrant
pursuant to the foregoing provisions (see Item 6) or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by 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 is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Technology Research Corporation, a corporation organized and
existing under the laws of the State of Florida, 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
Clearwater, State of Florida, on November 26, 2003.

                        Technology Research Corporation

                        By:  /s/ Robert S. Wiggins
                                 Robert S. Wiggins, Chief Executive Officer



























                                       -6-

     Pursuant to the requirements of the Act, this registration statement or
amendment has been signed by the following persons in the capacities and on
the dates indicated.


Signatures                    Title                                Date

/s/ Robert S. Wiggins         Chairman of the Board of Directors,
    Robert S Wiggins          Chief Executive Officer         November 26, 2003


/s/ Scott J. Loucks(4)        President
    Jerry T. Kendall          Chief Operating Officer         November 26, 2003


/s/ Scott J. Loucks(4)
    Raymond H. Legatti*       Director (Sr. Vice President)   November 26, 2003


/s/ Scott J. Loucks(4)        Director (Sr. VP of Government
    Raymond B. Wood*          Operations & Marketing)         November 26, 2003


/s/ Scott J. Loucks(4)
    Gerry Chastelet*          Director                        November 26, 2003


/s/ Scott J. Loucks(4)
    Jack S. Painter, Jr.*     Director                        November 26, 2003


/s/ Scott J. Loucks(4)
    Martin L. Poad*           Director                        November 26, 2003


(4)  Acting pursuant to a Power of Attorney, the original of which is
incorporated herein by reference to Exhibit 24.1 contained within Part II of
the Company's Registration Statement.



















                                       -7-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _____________

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                                  _____________

                        TECHNOLOGY RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)

                  Florida                                   59-2095002
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                     Identification No.)

            5250 140th Avenue North
                Clearwater, Florida                            33760
      (Address of Principal Executive Offices)               (Zip Code)

                                  _____________

      Technology Research Corporation 2000 Long Term Incentive Plan, as amended
                           (Full title of the plan)

                                  _____________

                                  Scott Loucks
                            Chief Financial Officer
                        Technology Research Corporation
                            5250 140th Avenue North
                            Clearwater, Florida 33760

                     (Name and address of agent for service)

                                  (727) 535-0572
           (Telephone number, including area code, of agent for service)

                                  _____________

                        Copies of all communications to:

                              Randy K. Sterns, Esq.
                   Bush, Ross, Gardner, Warren & Rudy, P.A.
                           220 South Franklin Street
                             Tampa, Florida 33602
                                (813) 224-9255
                                (813) 223-9620

                           Calculation of Registration Fee

                                  Proposed        Proposed
Title of                          Maximum         Maximum          Amount of
Securities to    Amount to be     Offering Price  Aggregate        Registration
Registered       Registered (1)   Per Share       Offering Price   Fee
_______________  ______________   ______________  ______________   ____________
common stock,    300,000 shares(2)  $12.09(2)     $3,627,000(2)    $293.42(3)
$.51 par value

(1)  In accordance with the provisions of Rule 416 under the Securities Act of
1933, as amended, this Registration Statement shall be deemed to cover any
additional securities that may from time to time be offered or issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.

(2)  Such shares are not subject to outstanding options.  The exercise price
of options granted under the Plan shall be determined at the time of grant.

(3)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 and based
upon the closing price reported on the NASDAQ National Market on November 21,
2003.

                 REGISTRATION OF ADDITIONAL SHARES PURSUANT
                           TO GENERAL INSTRUCTION E

The Registrant is filing this Registration Statement on Form S-8 to register an
additional 300,000 shares of Common Stock issuable under an Amendment Number 1
to the Registrant's 2000 Long Term Incentive Plan (the "Plan"), which amendment
was approved by the Registrant's stockholders on August 21, 2003.  Pursuant to
General Instruction E of Form S-8, this Registration Statement on Form S-8
Hereby incorporates by reference the contents of the Registrant's Registration
Statement on Form S-8 (File No. 333-96975) filed with the Securities and
Exchange Commission (the "Commission") on July 23, 2002 relating to the
Technology Research Corporation 2000 Long Term Incentive Plan.

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
optionees as specified by Rule 428(b)(1) of the Securities Act.  These
documents need not be filed with the Securities and Exchange Commission, the
SEC, either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.  These
documents, which include the statement of availability required by Item 2 of
Form S-8, and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Form S-8 (Part II of this registration
statement), taken together, constitute a prospectus that meets the requirements
of section 10(a) of the Securities Act.

                                       -2-

                                    PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     We have filed with the Commission and hereby incorporate by reference in
this Registration Statement the following documents:

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
          March 31, 2003, filed on June 27, 2003 .

     (b)  Our Proxy Statement for its 2003 Annual Meeting of Stockholders,
          filed on July 16, 2003.

     (c)  Our Quarterly Report on Form 10-QSB for the quarter ended June 30,
          2003, filed on August 14, 2003.

     (d)  Our Quarterly Report on Form 10-QSB for the quarter September 30,
          2003, filed on November 14, 2003.

     (e)  The description of the Common Stock which is contained in the
          Registrant's Registration Statement on Form S-1, dated November 6,
          1989, File No. 33-31967, effective January 16, 1990, as filed
          pursuant to the Securities Act of 1933, under the caption
          "Description of Securities."

     (f)  All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934, prior to the filing of a post-effective amendment 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
          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.

                                       -3-

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is a Florida corporation.  The Registrant's Articles of
Incorporation provides that, to the fullest extent permitted by Florida law,
its directors shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director.  This provision
in the Articles of Incorporation does not eliminate the directors' fiduciary
duty, and in appropriate circumstances, equitable remedies such as injunctive
or other forms of non-monetary relief will remain available under Florida law.

     In addition, each director will continue to be subject to liability for
breach of the directors' duty of loyalty to the Registrant for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Florida law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

     In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Florida law.  The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification.  The Registrant's Bylaws permit, and its Board of Directors
has authorized, the purchase of liability insurance for the Registrant's
officers and directors.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.  The Registrant believes that its
Articles of Incorporation and Bylaw provisions are necessary to attract and
retain qualified persons as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1   The Technology Research Corporation 2000 Long Term Incentive Plan
           as filed with the Commission as Exhibit "A" in the Registrant's
           definitive Proxy Statement dated July 14, 2000 is hereby
           incorporated by reference.

     5.1   Opinion of Bush Ross Gardner Warren & Rudy, P.A. regarding legality
           of the Common Stock.

     23.1  Independent Auditors' Consent of KPMG LLP.

     24.1  Powers of Attorney.

                                       -4-

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 to:

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

                 (ii)  To reflect in the prospectus any facts or event arising
                       after the effective date of the Registration Statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represents 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 Securities and Exchange Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

             (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities and Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       -5-

         (c)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons of Registrant
pursuant to the foregoing provisions (see Item 6) or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by 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 is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Technology Research Corporation, a corporation organized and
existing under the laws of the State of Florida, 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
Clearwater, State of Florida, on November 26, 2003.

                        Technology Research Corporation

                        By:  /s/ Robert S. Wiggins
                                 Robert S. Wiggins, Chief Executive Officer

                                       -6-

     Pursuant to the requirements of the Act, this registration statement or
amendment has been signed by the following persons in the capacities and on
the dates indicated.

Signatures                    Title                                Date

/s/ Robert S. Wiggins         Chairman of the Board of Directors,
    Robert S Wiggins          Chief Executive Officer         November 26, 2003

/s/ Scott J. Loucks(4)        President
    Jerry T. Kendall          Chief Operating Officer         November 26, 2003

/s/ Scott J. Loucks(4)
    Raymond H. Legatti*       Director (Sr. Vice President)   November 26, 2003

/s/ Scott J. Loucks(4)        Director (Sr. VP of Government
    Raymond B. Wood*          Operations & Marketing)         November 26, 2003

/s/ Scott J. Loucks(4)
    Gerry Chastelet*          Director                        November 26, 2003

/s/ Scott J. Loucks(4)
    Jack S. Painter, Jr.*     Director                        November 26, 2003

/s/ Scott J. Loucks(4)
    Martin L. Poad*           Director                        November 26, 2003

(4)  Acting pursuant to a Power of Attorney, the original of which is
incorporated herein by reference to Exhibit 24.1 contained within Part II of
the Company's Registration Statement.

                                       -7-