As filed with the Securities and Exchange Commission on March 26, 1999

                            Registration No. 33-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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



                       Mid Atlantic Medical Services, Inc.
             (Exact name of registrant as specified in its charter)

                               Delaware 52-1481661
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                                  4 Taft Court
                            Rockville, Maryland 20850
               (Address of principal executive offices) (zip code)

                      1999 Non-Qualified Stock Option Plan
                              (Full title of plan)

                                Sharon C. Pavlos
                       Mid Atlantic Medical Services, Inc.
                                  4 Taft Court
                            Rockville, Maryland 20850
                     (Name and address of agent for service)

                                 (301) 251-4075
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800


<PAGE>


                                           CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

                                                                            Proposed
                                                  Proposed maximum          maximum                  Amount of
Title of securities        Amount to be           offering price per        aggregate offering       registration
to be registered           registered             share(1)                  price(1)                 fee
<S>                        <C>                    <C>                       <C>                      <C>                    
Options (2)                1,500,000

Common stock,
par value $0.01
per share                  1,500,000 shares       $10.0313                  $15,046,950              $4,183.05

</TABLE>


(1)  Inserted  solely  for the  purpose  of  calculating  the  registration  fee
     pursuant to Rule 457(h).  The fee is calculated on the basis of the average
     of the high and low sales prices for the Registrant's Common Stock reported
     on The New York Stock Exchange, Inc. consolidated reporting system on March
     22, 1999.

(2)  The  options  to be  registered  hereunder  are  to be  distributed  by the
     Registrant  for no value.  Accordingly,  no  separate  registration  fee is
     required.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following  documents filed by Mid Atlantic Medical Services,  Inc. (the
"Company") are incorporated by reference into this Registration Statement:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  1997  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended ("Exchange Act");

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the Annual Report on Form 10-K referred to in (a) above; and

                  (c) The description of the Company's common stock contained in
         the   Registration   Statement   filed  September  12,  1994  Form  8-A
         (Registration No. 1-13340).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus relating to the 1999 Non-Qualified Stock Option Plan (the
"Plan") that meets the  requirements  of Section 10(a) of the  Securities Act of
1933, as amended ("Securities Act").

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         None.

Item 6.           Indemnification of Directors and Officers.

         Under the Delaware General  Corporation Law, the Company's  Certificate
of Incorporation and its By-Laws, the Company has broad power to indemnify,  and
under certain circumstances is required to indemnify, its directors and officers
against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The  following  are  filed  herewith  as  part  of  this   Registration
Statement:

        Exhibit No.                          Description

          5.1  Opinion of  Kirkpatrick  & Lockhart LLP as to the legality of the
               securities being registered

          23.1 Consent of Ernst & Young LLP

          23.2 The  consent of  Kirkpatrick  & Lockhart  LLP to the use of their
               opinion as an exhibit to this Registration  Statement is included
               in their opinion filed herewith as Exhibit 5.1

          24   Power of Attorney (see page 6)

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%
               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 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  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 purposes 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 Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)  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 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.


<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  Rockville,  State of  Maryland,  on this 26 day of
March, 1999.

                                             MID ATLANTIC MEDICAL SERVICES, INC.



                                              By: /s/ Thomas P. Barbera    
                                                 ----------------------- 
                                                 Thomas P. Barbera 
                                                  Interim President and Chief
                                                  Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may 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/ Thomas P. Barbera        Director, Interim President and     March 26, 1999
Thomas P. Barbera             Chief Executive Officer
                             (Principal Executive Officer)


/s/_Francis C. Bruno, M.D.    Director                            March 26, 1999
Francis C. Bruno, M.D.


/s/John H. Cook, III, M.D.    Director                            March 26, 1999
John H. Cook, III, M.D.



<PAGE>




                                
Raymond H.Cypess,D.V.M., Ph.D.Director                            March __, 1999

                      


/s/Robert E. Foss             Director, Senior Executive          March 26, 1999
Robert E. Foss                Vice President and Chief
                              Financial Officer (Principal
                              Financial Officer)


/s/Mark D. Groban, M.D.       Director and Interim                March 26, 1999
Mark D. Groban, M.D.          Chairman


/s/ John P. Mamana, M.D.      Director                            March 26, 1999
John P. Mamana, M.D.


/s/William M. Mayer, M.D.     Director                            March 26, 1999
William M. Mayer, M.D.


                              Director                            March __, 1999
Edward J. Muhl


/s/Gretchen P. Murdza         Director                            March 26, 1999
Gretchen P. Murdza


/s/Christopher E. Mackail     Controller                          March 26, 1999
Christopher E. Mackail       (Principal Accounting Officer)


/s/James A. Wild              Director                            March 26, 1999
James A. Wild


/s/Stanley M. Dahlman         Director                            March 26, 1999
Stanley M. Dahlman 

<PAGE>



                                  EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

Exhibit No.                     Description

          5.1  Opinion of  Kirkpatrick  & Lockhart LLP as to the legality of the
               securities being registered

          23.1 Consent of Ernst & Young LLP

          23.2 The  consent of  Kirkpatrick  & Lockhart  LLP to the use of their
               opinion as an exhibit to this Registration  Statement is included
               in their opinion filed herewith as Exhibit 5.1

          24   Power of Attorney (see page 6)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16151}]
{"company-data": {"conformed-name": "MID ATLANTIC MEDICAL SERVICES INC", "cik": "0000805037", "assigned-sic": "6324", "irs-number": "521481661", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75099", "film-number": "99574088"}, "business-address": {"street1": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012945140"}, "mail-address": {"street1": "4 TAFT COURT", "street2": "4 TAFT COURT", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the Securities and Exchange Commission on March 26, 1999

                            Registration No. 33-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       Mid Atlantic Medical Services, Inc.
             (Exact name of registrant as specified in its charter)

                               Delaware 52-1481661
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                                  4 Taft Court
                            Rockville, Maryland 20850
               (Address of principal executive offices) (zip code)

                      1999 Non-Qualified Stock Option Plan
                              (Full title of plan)

                                Sharon C. Pavlos
                       Mid Atlantic Medical Services, Inc.
                                  4 Taft Court
                            Rockville, Maryland 20850
                     (Name and address of agent for service)

                                 (301) 251-4075
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                                  Second Floor
                           Washington, D.C. 20036-1800
CALCULATION OF REGISTRATION FEE
Proposed
                                                  Proposed maximum          maximum                  Amount of
Title of securities        Amount to be           offering price per        aggregate offering       registration
to be registered           registered             share(1)                  price(1)                 fee
Options (2)                1,500,000

Common stock,
par value $0.01
per share                  1,500,000 shares       $10.0313                  $15,046,950              $4,183.05
(1)  Inserted  solely  for the  purpose  of  calculating  the  registration  fee
     pursuant to Rule 457(h).  The fee is calculated on the basis of the average
     of the high and low sales prices for the Registrant's Common Stock reported
     on The New York Stock Exchange, Inc. consolidated reporting system on March
     22, 1999.

(2)  The  options  to be  registered  hereunder  are  to be  distributed  by the
     Registrant  for no value.  Accordingly,  no  separate  registration  fee is
     required.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following  documents filed by Mid Atlantic Medical Services,  Inc. (the
"Company") are incorporated by reference into this Registration Statement:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  1997  filed  pursuant  to Section 13 of the
         Securities Exchange Act of 1934, as amended ("Exchange Act");

                  (b) All other reports filed by the Company pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the Annual Report on Form 10-K referred to in (a) above; and

                  (c) The description of the Company's common stock contained in
         the   Registration   Statement   filed  September  12,  1994  Form  8-A
         (Registration No. 1-13340).

         All documents subsequently filed by the Company with the Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the prospectus relating to the 1999 Non-Qualified Stock Option Plan (the
"Plan") that meets the  requirements  of Section 10(a) of the  Securities Act of
1933, as amended ("Securities Act").

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         None.

Item 6.           Indemnification of Directors and Officers.

         Under the Delaware General  Corporation Law, the Company's  Certificate
of Incorporation and its By-Laws, the Company has broad power to indemnify,  and
under certain circumstances is required to indemnify, its directors and officers
against  liabilities  that they may incur while serving as directors or officers
of the Company,  including liabilities arising under the Securities Act. Insofar
as  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  pursuant to the foregoing  provisions,  the Company has been informed
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. The Company
also  maintains an insurance  policy for  directors  and officers  insuring them
against  certain  liabilities  incurred  by them in the  performances  of  their
duties, including liabilities under the Securities Act.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The  following  are  filed  herewith  as  part  of  this   Registration
Statement:

        Exhibit No.                          Description

          5.1  Opinion of  Kirkpatrick  & Lockhart LLP as to the legality of the
               securities being registered

          23.1 Consent of Ernst & Young LLP

          23.2 The  consent of  Kirkpatrick  & Lockhart  LLP to the use of their
               opinion as an exhibit to this Registration  Statement is included
               in their opinion filed herewith as Exhibit 5.1

          24   Power of Attorney (see page 6)

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%
               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 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  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 purposes 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 Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)  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 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.
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  Rockville,  State of  Maryland,  on this 26 day of
March, 1999.

                                             MID ATLANTIC MEDICAL SERVICES, INC.

                                              By: /s/ Thomas P. Barbera    
                                                 ----------------------- 
                                                 Thomas P. Barbera 
                                                  Interim President and Chief
                                                  Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Thomas P. Barbera,  Mark D. Groban, M.D.,
Robert E. Foss or Sharon C. Pavlos his or her  attorney-in-fact,  with the power
of  substitution,  for  him or her  in any  and  all  capacities,  to  sign  any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his or her substitute or substitutes, may 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/ Thomas P. Barbera        Director, Interim President and     March 26, 1999
Thomas P. Barbera             Chief Executive Officer
                             (Principal Executive Officer)

/s/_Francis C. Bruno, M.D.    Director                            March 26, 1999
Francis C. Bruno, M.D.

/s/John H. Cook, III, M.D.    Director                            March 26, 1999
John H. Cook, III, M.D.
Raymond H.Cypess,D.V.M., Ph.D.Director                            March __, 1999

                      

/s/Robert E. Foss             Director, Senior Executive          March 26, 1999
Robert E. Foss                Vice President and Chief
                              Financial Officer (Principal
                              Financial Officer)

/s/Mark D. Groban, M.D.       Director and Interim                March 26, 1999
Mark D. Groban, M.D.          Chairman

/s/ John P. Mamana, M.D.      Director                            March 26, 1999
John P. Mamana, M.D.

/s/William M. Mayer, M.D.     Director                            March 26, 1999
William M. Mayer, M.D.

                              Director                            March __, 1999
Edward J. Muhl

/s/Gretchen P. Murdza         Director                            March 26, 1999
Gretchen P. Murdza

/s/Christopher E. Mackail     Controller                          March 26, 1999
Christopher E. Mackail       (Principal Accounting Officer)

/s/James A. Wild              Director                            March 26, 1999
James A. Wild

/s/Stanley M. Dahlman         Director                            March 26, 1999
Stanley M. Dahlman
EXHIBIT INDEX

         The following  exhibits are filed herewith as part of this Registration
Statement:

Exhibit No.                     Description

          5.1  Opinion of  Kirkpatrick  & Lockhart LLP as to the legality of the
               securities being registered

          23.1 Consent of Ernst & Young LLP

          23.2 The  consent of  Kirkpatrick  & Lockhart  LLP to the use of their
               opinion as an exhibit to this Registration  Statement is included
               in their opinion filed herewith as Exhibit 5.1

          24   Power of Attorney (see page 6)