As filed with the Securities and Exchange Commission on December 23, 1997
                                
                                       Registration No. 333-_____
_____________________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549
                         _______________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         _______________
                    FINGERHUT COMPANIES, INC.
     (Exact name of registrant as specified in its charter)
                                
     Minnesota                                  41-1396490
     (State of                               (I.R.S. Employer
   Incorporation)                          Identification No.)
                       4400 Baker Road               
                         Minnetonka,
                       Minnesota  55343
                (Address of Principal Executive         
                           Offices)
                               
       Fingerhut Companies, Inc. Performance Enhancement     
                        Investment Plan
                   (Full Title of the Plan)
                               
                        _______________                 
                               
                   Michael P. Sherman, Esq.
                   Fingerhut Companies, Inc.
                        4400 Baker Road
                  Minnetonka, Minnesota 55343
                (Name and address of agent for
                            service
                               
                        (612) 932-3585
                (Telephone Number of Agent for
                           Service)
                               
                                
                 CALCULATION OF REGISTRATION FEE
                                 Proposed    Proposed       
     Title of       Amount to    Maximum     Maximum     Amount
 Securities to be       be       Offering   Aggregate      of
    Registered      Registered  Price Per    Offering   Registration
                                Share (1)     Price       Fee
Common Stock, par                                           
value $.01 per        90,994    $19.46875   $1,771,539  $522.60
share. . . . . . .  shares(2)

(1)    Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933, and based on the 
average of the high and low sale prices as reported on the New York Stock 
Exchange composite tape on December 18, 1997.

(2)   This registration statement also covers such additional number of shares
as may be issuable or saleable by reason of the operation of the antidilution 
provisions of the Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan.

____________________________________________________________________________

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     a.   Annual Report on Form 10-K for the fiscal year ended December 27, 
     1996;

     b.   Quarterly Reports on Forms 10-Q for the quarters ended March 28, 
     1997, June 27, 1997 and September 26, 1997; and

     c.   The description of the Registrant's Common Stock, contained in the 
     Company's Registration Statement on Form 8-A (File No. 1-8668) filed 
     pursuant to Section 12 of the Securities Exchange Act of 1934 and declared 
     effective on April 25, 1990.
     
     All documents filed by the Registrant (File No. 1-8668) 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.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Michael P. Sherman, General Counsel of the Registrant, has given his 
     opinion on the legality of the securities being registered hereunder.  
     Mr. Sherman beneficially owns 27,500 shares of Common Stock of the 
     Registrant, including 27,000 shares that he has the right to acquire 
     through exercise of stock options.
     
Item 6. Indemnification of Directors and Officers.

Section 521 of the Minnesota Business Corporation Act (the "MBCA") (Minn. 
Stat. 302A.521) generally provides that unless its articles or bylaws 
provide otherwise, a corporation shall indemnify officers and directors made 
or threatened to be made a party to a proceeding by reason of any such person's
present or former official capacity as a director or officer against 
judgments, penalties, fines, including, without limitation, excise taxes 
assessed against the person with respect to an employee benefit plan, 
settlements and reasonable expenses, including attorneys' fees and 
disbursements, incurred by the person in connection with the proceeding, 
if, with respect to the acts or omissions of the person complained of in the 
proceeding, the person: (1) has not been indemnified by another party for the 
same amounts in connection with the proceeding with respect to the same acts or 
omissions; (2) acted in good faith; (3) received no improper personal benefit 
and the procedures for director conflicts of interest, if applicable, have been
satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) reasonably believed that the conduct
was in the best interests of the corporation.
     
The MBCA provides that unless a corporation's articles of incorporation or 
bylaws provide otherwise, if a person is made or threatened to be made a 
party to a proceeding, the person is entitled, upon written request to the 
corporation, to payment or reimbursement by the corporation of reasonable 
expenses, including attorneys' fees and disbursements, incurred by the 
person in advance of the final disposition of the proceeding (a) upon receipt 
by the corporation of a written affirmation by the person of a good faith 
belief that the criteria for indemnification have been satisfied and a written
undertaking by the person to repay all amounts so paid or reimbursed by the 
corporation, if it is ultimately determined that the criteria for 
indemnification have not been satisfied, and (b) after a determination that 
the facts then known to those making the determination would not preclude 
indemnification.
     
The MBCA also permits a corporation to purchase and maintain insurance on 
behalf of a person in that person's official capacity against any liability 
asserted against and incurred by the person in or arising from that capacity,
whether or not the corporation would have been required to indemnify the 
person against the liability.

The Bylaws of the Registrant provide for indemnification of its officers and 
directors to the fullest extent permitted under the MBCA.
     
The Registrant currently maintains a policy insuring, subject to certain 
exceptions, its directors and officers and the directors and officers of its 
subsidiaries against liabilities which may be incurred by such persons acting 
in such capacities.
     
Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits

Exhibit Number      Description of Exhibit
5                        Opinion of Michael P. Sherman, Esq.
                    
10                       Fingerhut Companies, Inc.
                         Performance Enhancement Incentive Plan.
                    
24(a)                    Consent of KPMG Peat Marwick LLP.
                    
24(b)                    Consent   of   Michael  P.   Sherman,   Esq.
                         (included with Exhibit 5).
                    
25                       Powers of Attorney (included on Page 5).

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;
    
       (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, the changes in volume and price represent no more than a 20 
       percent 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 (a) (1) (i) and (a) (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 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.
     
    (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 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.

    (c) 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 foregoing provisions, 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 in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer of 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.

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 Minnetonka, State of Minnesota, on 
December 22, 1997.



                                FINGERHUT COMPANIES, INC.
                                
                                
                                
                                By  /s/ Theodore Deikel
                                    Theodore Deikel
                                    (Chairman of the Board,
                                    Chief Executive Officer and President)

                        POWER OF ATTORNEY

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears  
below  constitutes  and  appoints  Theodore  Deikel  and Michael  P. Sherman 
and each of them, his or her true and  lawful attorneys-in-fact and agents 
with full power and substitution and resubstitution, for such person and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents and each of them, full power 
and authority to do and perform each and every  act  and thing requisite or 
necessary to be  done  in  and about  the premises, as fully to all intents 
and purposes and he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any  of them,  or  
their,  or his or her substitute or  substitutes,  may lawfully do or cause 
to be done by virtue hereof.

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

       Signature                  Title               Date
           
/s/ Theodore Deikel      Chairman of the Board,   December 22, 1997
Theodore Deikel          Chief Executive Officer      
                         and President; and
                         Director (Principal
                         Executive Officer)
                         
/s/ Gerald T. Knight     Senior Vice President,   December 22, 1997
Gerald T. Knight         Chief Financial Officer          
                         (Principal Financial Officer)
                         
/s/ Thomas C. Vogt       Corporate Controller     December 19, 1997
Thomas C. Vogt          (Principal Accounting        
                         Officer)
                         
/s/ Wendell S. Anderson  Director                 December 18, 1997
Wendell R. Anderson

/s/ Edwin C. Gage        Director                 December 22, 1997
Edwin C. Gage                                 

/s/ Stanley S. Hubbard   Director                 December 18, 1997
Stanley S. Hubbard

/s/ Kenneth A. Macke     Director                 December 18, 1997
Kenneth A. Macke

/s/ Dudley C. Mecum      Director                 December 18, 1997
Dudley C. Mecum

/s/ John M. Morrison     Director                 December 18, 1997
John M. Morrison

/s/ Christina L. Shea    Director                 December 19, 1997
Christina L. Shea
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16294}]
{"company-data": {"conformed-name": "FINGERHUT COMPANIES INC", "cik": "0000740126", "assigned-sic": "5961", "irs-number": "411396490", "state-of-incorporation": "MN", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43013", "film-number": "97742874"}, "business-address": {"street1": "4400 BAKER RD", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129323100"}, "mail-address": {"street2": "4400 BAKER ROAD", "city": "MINNETONKA", "state": "MN", "zip": "55343"}}
As filed with the Securities and Exchange Commission on December 23, 1997
                                
                                       Registration No. 333-_____
_____________________________________________________________________________
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549
                         _______________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         _______________
                    FINGERHUT COMPANIES, INC.
     (Exact name of registrant as specified in its charter)
                                
     Minnesota                                  41-1396490
     (State of                               (I.R.S. Employer
   Incorporation)                          Identification No.)
                       4400 Baker Road               
                         Minnetonka,
                       Minnesota  55343
                (Address of Principal Executive         
                           Offices)
                               
       Fingerhut Companies, Inc. Performance Enhancement     
                        Investment Plan
                   (Full Title of the Plan)
                               
                        _______________                 
                               
                   Michael P. Sherman, Esq.
                   Fingerhut Companies, Inc.
                        4400 Baker Road
                  Minnetonka, Minnesota 55343
                (Name and address of agent for
                            service
                               
                        (612) 932-3585
                (Telephone Number of Agent for
                           Service)
                               
                                
                 CALCULATION OF REGISTRATION FEE
                                 Proposed    Proposed       
     Title of       Amount to    Maximum     Maximum     Amount
 Securities to be       be       Offering   Aggregate      of
    Registered      Registered  Price Per    Offering   Registration
                                Share (1)     Price       Fee
Common Stock, par                                           
value $.01 per        90,994    $19.46875   $1,771,539  $522.60
share. . . . . . .  shares(2)

(1)    Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933, and based on the 
average of the high and low sale prices as reported on the New York Stock 
Exchange composite tape on December 18, 1997.

(2)   This registration statement also covers such additional number of shares
as may be issuable or saleable by reason of the operation of the antidilution 
provisions of the Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan.

____________________________________________________________________________

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     a.   Annual Report on Form 10-K for the fiscal year ended December 27, 
     1996;

     b.   Quarterly Reports on Forms 10-Q for the quarters ended March 28, 
     1997, June 27, 1997 and September 26, 1997; and

     c.   The description of the Registrant's Common Stock, contained in the 
     Company's Registration Statement on Form 8-A (File No. 1-8668) filed 
     pursuant to Section 12 of the Securities Exchange Act of 1934 and declared 
     effective on April 25, 1990.
     
     All documents filed by the Registrant (File No. 1-8668) 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.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Michael P. Sherman, General Counsel of the Registrant, has given his 
     opinion on the legality of the securities being registered hereunder.  
     Mr. Sherman beneficially owns 27,500 shares of Common Stock of the 
     Registrant, including 27,000 shares that he has the right to acquire 
     through exercise of stock options.
     
Item 6. Indemnification of Directors and Officers.

Section 521 of the Minnesota Business Corporation Act (the "MBCA") (Minn. 
Stat. 302A.521) generally provides that unless its articles or bylaws 
provide otherwise, a corporation shall indemnify officers and directors made 
or threatened to be made a party to a proceeding by reason of any such person's
present or former official capacity as a director or officer against 
judgments, penalties, fines, including, without limitation, excise taxes 
assessed against the person with respect to an employee benefit plan, 
settlements and reasonable expenses, including attorneys' fees and 
disbursements, incurred by the person in connection with the proceeding, 
if, with respect to the acts or omissions of the person complained of in the 
proceeding, the person: (1) has not been indemnified by another party for the 
same amounts in connection with the proceeding with respect to the same acts or 
omissions; (2) acted in good faith; (3) received no improper personal benefit 
and the procedures for director conflicts of interest, if applicable, have been
satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) reasonably believed that the conduct
was in the best interests of the corporation.
     
The MBCA provides that unless a corporation's articles of incorporation or 
bylaws provide otherwise, if a person is made or threatened to be made a 
party to a proceeding, the person is entitled, upon written request to the 
corporation, to payment or reimbursement by the corporation of reasonable 
expenses, including attorneys' fees and disbursements, incurred by the 
person in advance of the final disposition of the proceeding (a) upon receipt 
by the corporation of a written affirmation by the person of a good faith 
belief that the criteria for indemnification have been satisfied and a written
undertaking by the person to repay all amounts so paid or reimbursed by the 
corporation, if it is ultimately determined that the criteria for 
indemnification have not been satisfied, and (b) after a determination that 
the facts then known to those making the determination would not preclude 
indemnification.
     
The MBCA also permits a corporation to purchase and maintain insurance on 
behalf of a person in that person's official capacity against any liability 
asserted against and incurred by the person in or arising from that capacity,
whether or not the corporation would have been required to indemnify the 
person against the liability.

The Bylaws of the Registrant provide for indemnification of its officers and 
directors to the fullest extent permitted under the MBCA.
     
The Registrant currently maintains a policy insuring, subject to certain 
exceptions, its directors and officers and the directors and officers of its 
subsidiaries against liabilities which may be incurred by such persons acting 
in such capacities.
     
Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits

Exhibit Number      Description of Exhibit
5                        Opinion of Michael P. Sherman, Esq.
                    
10                       Fingerhut Companies, Inc.
                         Performance Enhancement Incentive Plan.
                    
24(a)                    Consent of KPMG Peat Marwick LLP.
                    
24(b)                    Consent   of   Michael  P.   Sherman,   Esq.
                         (included with Exhibit 5).
                    
25                       Powers of Attorney (included on Page 5).

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;
    
       (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, the changes in volume and price represent no more than a 20 
       percent 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 (a) (1) (i) and (a) (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 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.
     
    (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 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.

    (c) 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 foregoing provisions, 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 in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer of 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.

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 Minnetonka, State of Minnesota, on 
December 22, 1997.

                                FINGERHUT COMPANIES, INC.
                                
                                
                                
                                By  /s/ Theodore Deikel
                                    Theodore Deikel
                                    (Chairman of the Board,
                                    Chief Executive Officer and President)

                        POWER OF ATTORNEY

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears  
below  constitutes  and  appoints  Theodore  Deikel  and Michael  P. Sherman 
and each of them, his or her true and  lawful attorneys-in-fact and agents 
with full power and substitution and resubstitution, for such person and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents and each of them, full power 
and authority to do and perform each and every  act  and thing requisite or 
necessary to be  done  in  and about  the premises, as fully to all intents 
and purposes and he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any  of them,  or  
their,  or his or her substitute or  substitutes,  may lawfully do or cause 
to be done by virtue hereof.

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

       Signature                  Title               Date
           
/s/ Theodore Deikel      Chairman of the Board,   December 22, 1997
Theodore Deikel          Chief Executive Officer      
                         and President; and
                         Director (Principal
                         Executive Officer)
                         
/s/ Gerald T. Knight     Senior Vice President,   December 22, 1997
Gerald T. Knight         Chief Financial Officer          
                         (Principal Financial Officer)
                         
/s/ Thomas C. Vogt       Corporate Controller     December 19, 1997
Thomas C. Vogt          (Principal Accounting        
                         Officer)
                         
/s/ Wendell S. Anderson  Director                 December 18, 1997
Wendell R. Anderson

/s/ Edwin C. Gage        Director                 December 22, 1997
Edwin C. Gage                                 

/s/ Stanley S. Hubbard   Director                 December 18, 1997
Stanley S. Hubbard

/s/ Kenneth A. Macke     Director                 December 18, 1997
Kenneth A. Macke

/s/ Dudley C. Mecum      Director                 December 18, 1997
Dudley C. Mecum

/s/ John M. Morrison     Director                 December 18, 1997
John M. Morrison

/s/ Christina L. Shea    Director                 December 19, 1997
Christina L. Shea