Registration No. 333-
================================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

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

                            THE SPORTSMAN'S GUIDE, INC.
             (Exact name of registrant as specified in its charter)


          Minnesota                                    41-1293081
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)


         411 Farwell Avenue
     South St. Paul, Minnesota                             55075
(Address of principal executive offices)                (Zip Code)


                            THE SPORTSMAN'S GUIDE, INC.
                              1999 STOCK OPTION PLAN
                             (Full title of the plan)


                                     Gary Olen
                        Chairman and Chief Executive Officer
                             The Sportsman's Guide, Inc.
                                 411 Farwell Avenue
                          South St. Paul, Minnesota 55075
                      (Name and address of agent for service)

                                  (651) 451-3030
        (Telephone number, including area code, of agent for service)

<PAGE>
<TABLE>
                   CALCULATION OF REGISTRATION FEE
<CAPTION>
                                       Proposed           Proposed
Title of Securities   Amount to be  Maximum Offering  Maximum Aggregate
 to be Registered      Registered   Price per Share     Offering Price
<S>                   <C>                <C>             <C>
Common Stock,
$.01 par value.....   600,000 shares     $5.0625(1)      $3,037,500(1)

<CAPTION>
   Amount of
Registration Fee
<C>
$845(1)

<FN>
(1)  Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 and calculated
upon the basis of the average of the high and low prices reported on the Nasdaq
National Market on June 15, 1999.
================================================================================
</FN>
</TABLE>



<PAGE>
                              PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
          Information.

     The information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 and the Note to Part I of
Form S-8.


                             PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by The Sportsman's Guide, Inc.
(the "Company") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:

     1.   The Company's Annual Report on Form 10-K for the fiscal
     year ended January 3, 1999.

     2.   The Company's Quarterly Report on Form 10-Q for the
     fiscal period ended April 4, 1999.

     3.   The Company's Current Report on Form 8-K dated May 11,
     1999.

     4.   The description of the shares of Common Stock of the
     Company contained in the Company's Registration Statement on
     Form 8-A filed under the Securities Exchange Act of 1934 and
     any amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the Company 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 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 date 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
                                     2


<PAGE>
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 modifies or supersedes such
statement.  Any such 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 applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the shares of Common Stock offered pursuant to
the Company's 1999 Stock Option Plan is being passed upon for the
Company by Chernesky, Heyman & Kress P.L.L., Dayton, Ohio.  Ralph
E. Heyman, a partner of Chernesky, Heyman & Kress P.L.L., owns
1,000 shares of Common Stock for his own account and holds an
aggregate of 382,725 shares of Common Stock as trustee of various
trusts for the benefit of Vincent W. Shiel and Helen M. Shiel and
their children and grandchildren.  Mr. Heyman also shares voting
and dispositive power over 522,000 shares of Common Stock held by
the Vincent W. Shiel Family Limited Partnership and the Helen M.
Shiel Family Limited Partnership of which he expressly disclaims
beneficial ownership.

Item 6.   Indemnification of Directors and Officers.

     Under Section 302A.521 of the Minnesota Business Corporation
Act ("MBCA"), unless the articles of incorporation or bylaws
otherwise provide, a corporation is required to indemnify its
directors, officers and employees against judgments, penalties,
fines, settlements and reasonable expenses (including attorneys'
fees) incurred in connection with legal proceedings if (i) they
have not been indemnified by another organization, (ii) they acted
in good faith, (iii) they received no improper personal benefit,
(iv) in the case of any criminal proceeding, they had no reasonable
cause to believe their conduct was unlawful and (v) generally
speaking, they reasonably believed their conduct to be in the
corporation's best interests.  A corporation shall advance expenses
if the director, officer or other individual furnishes a written
affirmation of his or her good faith belief that he or she has met
the applicable statutory standards for indemnification, he or she
furnishes a written undertaking to repay such amount if it shall
ultimately be determined that he or she is not entitled to be
indemnified by the corporation and a determination is made that the
facts then known would not preclude indemnification.  The
registrant's Bylaws provide indemnification to directors, officers,
employees and agents to the full extent permitted by the MBCA.

     Under Section 302A.521, a corporation may purchase and
maintain insurance on behalf of a person in that person's official
capacity against any liability asserted against and incurred by the
                                     3


<PAGE>
person in or arising from that capacity, whether or not the
corporation would have been required to indemnify the person
against the liability under the provisions of that section.  The
registrant maintains directors and officers liability insurance
coverage.

     Section 302A.251 of the MBCA permits a corporation to
eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director through a provision in the
corporation's articles of incorporation, except liability for (i)
breach of a director's duty of loyalty, (ii) acts or omissions not
in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) the payment of unlawful distributions or
violations of the Minnesota securities laws, (iv) any transaction
from which the director derived an improper personal benefit or (v)
any act or omission occurring prior to adoption of the provision in
the articles providing for such limitation of liability.  The
registrant's Articles of Incorporation provide that, to the fullest
extent permitted by the MBCA, a director shall not be liable to the
registrant or its shareholders for monetary damages for breach of
fiduciary duty as a director.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Exhibit Index on Page 8.

Item 9.   Undertakings.

     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:

          (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 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
                                     4


<PAGE>
the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

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

     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 section 15(d) of the Securities 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
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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
                                     5


<PAGE>
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

                                     6

<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 South St. Paul, State of Minnesota, on June 17, 1999.


                                   THE SPORTSMAN'S GUIDE, INC.



                                   By: GARY OLEN
                                       Gary Olen
                                       Chairman and Chief
                                       Executive Officer

     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 dates indicated.

     Signature                Capacity                Date

GARY OLEN                Chairman, Chief Executive
Gary Olen                Officer and Director (principal
                         executive officer)

CHARLES B. LINGEN        Senior Vice President of Finance,
Charles B. Lingen        Chief Financial Officer, Secretary,
                         Treasurer and Director (principal
                         financial and accounting
                         officer)

GREGORY R. BINKLEY       President, Chief Operating Officer
Gregory R. Binkley       and Director

VINCENT W. SHIEL*        Director
Vincent W. Shiel

MARK F. KROGER*          Director                 June 17, 1999
Mark F. Kroger

LEONARD M. PALETZ*       Director
Leonard M. Paletz

WILLIAM T. SENA*         Director
William T. Sena

*By:GARY OLEN
    Gary Olen, Attorney-in-Fact
                                     7


<PAGE>
                         EXHIBIT INDEX

Exhibit

 4.1      Specimen of the registrant's Common Stock certificate
          (incorporated by reference to Exhibit 4.1 to Amendment
          No. 1 to Form S-18 Registration Statement No. 33-4496C
          filed May 8, 1986)

 4.2      Rights Agreement dated as of May 11, 1999 between the
          registrant and Norwest Bank Minnesota, N.A., as Rights
          Agent, which includes as Exhibit A the form of Rights
          Certificate (incorporated by reference to Exhibit 4.1 to
          Form 8-K dated May 11, 1999, File No. 0-15767)

 5.1      Opinion of Chernesky, Heyman & Kress P.L.L.

23.1      Consent of Grant Thornton LLP

23.2      Consent of Chernesky, Heyman & Kress P.L.L. (included in
          Exhibit 5.1)

24.1      Powers of attorney of each person whose name is signed to
          this registration statement pursuant to a power of
          attorney

                                     8


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "1999 STOCK OPTION PLAN", "secsgml_size_bytes": 15775}]
{"company-data": {"conformed-name": "SPORTSMANS GUIDE INC", "cik": "0000791450", "assigned-sic": "5961", "irs-number": "411293081", "state-of-incorporation": "MN", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80869", "film-number": "99647846"}, "business-address": {"street1": "411 FARWELL AVENUE SO", "city": "ST PAUL", "state": "MN", "zip": "55075", "phone": "6124513030"}, "mail-address": {"street1": "411 FARWELL AVE", "city": "S ST PAUL", "state": "MN", "zip": "55075"}}
Registration No. 333-
================================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

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

                            THE SPORTSMAN'S GUIDE, INC.
             (Exact name of registrant as specified in its charter)

          Minnesota                                    41-1293081
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

         411 Farwell Avenue
     South St. Paul, Minnesota                             55075
(Address of principal executive offices)                (Zip Code)

                            THE SPORTSMAN'S GUIDE, INC.
                              1999 STOCK OPTION PLAN
                             (Full title of the plan)

                                     Gary Olen
                        Chairman and Chief Executive Officer
                             The Sportsman's Guide, Inc.
                                 411 Farwell Avenue
                          South St. Paul, Minnesota 55075
                      (Name and address of agent for service)

                                  (651) 451-3030
        (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed           Proposed
Title of Securities   Amount to be  Maximum Offering  Maximum Aggregate
 to be Registered      Registered   Price per Share     Offering Price
Common Stock,
$.01 par value.....   600,000 shares     $5.0625(1)      $3,037,500(1)
Amount of
Registration Fee
$845(1)
(1)  Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 and calculated
upon the basis of the average of the high and low prices reported on the Nasdaq
National Market on June 15, 1999.
================================================================================
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual
          Information.

     The information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration
statement in accordance with Rule 428 and the Note to Part I of
Form S-8.

                             PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by The Sportsman's Guide, Inc.
(the "Company") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:

     1.   The Company's Annual Report on Form 10-K for the fiscal
     year ended January 3, 1999.

     2.   The Company's Quarterly Report on Form 10-Q for the
     fiscal period ended April 4, 1999.

     3.   The Company's Current Report on Form 8-K dated May 11,
     1999.

     4.   The description of the shares of Common Stock of the
     Company contained in the Company's Registration Statement on
     Form 8-A filed under the Securities Exchange Act of 1934 and
     any amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the Company 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 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 date 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
                                     2
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 modifies or supersedes such
statement.  Any such 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 applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the shares of Common Stock offered pursuant to
the Company's 1999 Stock Option Plan is being passed upon for the
Company by Chernesky, Heyman & Kress P.L.L., Dayton, Ohio.  Ralph
E. Heyman, a partner of Chernesky, Heyman & Kress P.L.L., owns
1,000 shares of Common Stock for his own account and holds an
aggregate of 382,725 shares of Common Stock as trustee of various
trusts for the benefit of Vincent W. Shiel and Helen M. Shiel and
their children and grandchildren.  Mr. Heyman also shares voting
and dispositive power over 522,000 shares of Common Stock held by
the Vincent W. Shiel Family Limited Partnership and the Helen M.
Shiel Family Limited Partnership of which he expressly disclaims
beneficial ownership.

Item 6.   Indemnification of Directors and Officers.

     Under Section 302A.521 of the Minnesota Business Corporation
Act ("MBCA"), unless the articles of incorporation or bylaws
otherwise provide, a corporation is required to indemnify its
directors, officers and employees against judgments, penalties,
fines, settlements and reasonable expenses (including attorneys'
fees) incurred in connection with legal proceedings if (i) they
have not been indemnified by another organization, (ii) they acted
in good faith, (iii) they received no improper personal benefit,
(iv) in the case of any criminal proceeding, they had no reasonable
cause to believe their conduct was unlawful and (v) generally
speaking, they reasonably believed their conduct to be in the
corporation's best interests.  A corporation shall advance expenses
if the director, officer or other individual furnishes a written
affirmation of his or her good faith belief that he or she has met
the applicable statutory standards for indemnification, he or she
furnishes a written undertaking to repay such amount if it shall
ultimately be determined that he or she is not entitled to be
indemnified by the corporation and a determination is made that the
facts then known would not preclude indemnification.  The
registrant's Bylaws provide indemnification to directors, officers,
employees and agents to the full extent permitted by the MBCA.

     Under Section 302A.521, a corporation may purchase and
maintain insurance on behalf of a person in that person's official
capacity against any liability asserted against and incurred by the
                                     3
person in or arising from that capacity, whether or not the
corporation would have been required to indemnify the person
against the liability under the provisions of that section.  The
registrant maintains directors and officers liability insurance
coverage.

     Section 302A.251 of the MBCA permits a corporation to
eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director through a provision in the
corporation's articles of incorporation, except liability for (i)
breach of a director's duty of loyalty, (ii) acts or omissions not
in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) the payment of unlawful distributions or
violations of the Minnesota securities laws, (iv) any transaction
from which the director derived an improper personal benefit or (v)
any act or omission occurring prior to adoption of the provision in
the articles providing for such limitation of liability.  The
registrant's Articles of Incorporation provide that, to the fullest
extent permitted by the MBCA, a director shall not be liable to the
registrant or its shareholders for monetary damages for breach of
fiduciary duty as a director.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Exhibit Index on Page 8.

Item 9.   Undertakings.

     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:

          (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 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
                                     4
the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

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

     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 section 15(d) of the Securities 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
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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
                                     5
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

                                     6
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 South St. Paul, State of Minnesota, on June 17, 1999.

                                   THE SPORTSMAN'S GUIDE, INC.

                                   By: GARY OLEN
                                       Gary Olen
                                       Chairman and Chief
                                       Executive Officer

     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 dates indicated.

     Signature                Capacity                Date

GARY OLEN                Chairman, Chief Executive
Gary Olen                Officer and Director (principal
                         executive officer)

CHARLES B. LINGEN        Senior Vice President of Finance,
Charles B. Lingen        Chief Financial Officer, Secretary,
                         Treasurer and Director (principal
                         financial and accounting
                         officer)

GREGORY R. BINKLEY       President, Chief Operating Officer
Gregory R. Binkley       and Director

VINCENT W. SHIEL*        Director
Vincent W. Shiel

MARK F. KROGER*          Director                 June 17, 1999
Mark F. Kroger

LEONARD M. PALETZ*       Director
Leonard M. Paletz

WILLIAM T. SENA*         Director
William T. Sena

*By:GARY OLEN
    Gary Olen, Attorney-in-Fact
                                     7
EXHIBIT INDEX

Exhibit

 4.1      Specimen of the registrant's Common Stock certificate
          (incorporated by reference to Exhibit 4.1 to Amendment
          No. 1 to Form S-18 Registration Statement No. 33-4496C
          filed May 8, 1986)

 4.2      Rights Agreement dated as of May 11, 1999 between the
          registrant and Norwest Bank Minnesota, N.A., as Rights
          Agent, which includes as Exhibit A the form of Rights
          Certificate (incorporated by reference to Exhibit 4.1 to
          Form 8-K dated May 11, 1999, File No. 0-15767)

 5.1      Opinion of Chernesky, Heyman & Kress P.L.L.

23.1      Consent of Grant Thornton LLP

23.2      Consent of Chernesky, Heyman & Kress P.L.L. (included in
          Exhibit 5.1)

24.1      Powers of attorney of each person whose name is signed to
          this registration statement pursuant to a power of
          attorney

                                     8