As filed with the Securities and Exchange Commission
                                         on October 29, 1996
                                      Registration No. 

                     ___________________________________________________________
                     ___________________________________________________________

                                 SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, D.C.  20549
                                           _______________

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

                                     SHOP AT HOME, INC.
                   (Exact name of registrant as specified in its charter)

          Tennessee                                             62-1282758
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                                         5210 Schubert Road
                                           P.O. Box 12600
                                     Knoxville, Tennessee 37921

                              (Address of Principal Executive Offices)


                           SHOP AT HOME, INC. OMNIBUS STOCK INCENTIVE PLAN
                                      (Full title of the plan)

<TABLE>
<CAPTION>
                    Kent E. Lillie, President               Copy to: C. Michael Norton, Esq.
                    Shop at Home, Inc.                             Wyatt, Tarrant & Combs
                    5210 Schubert Road                             Nashville City Center
                    P.O. Box 12600                                 511 Union Street, Suite 1500
                    Knoxville, Tennessee 37921                     Nashville, Tennessee  37219
                    (615) 688-0300                                 (615)244-0020
                                                                                   

           (Name, address and telephone number, including area code, of agent for service)

                    Approximate date of commencement of proposed sale to public:
             From time to time after the effective date of this Registration Statement.

                                   CALCULATION OF REGISTRATION FEE
Title of                   Amount                     Proposed maximum          Proposed maximum          Amount of
securities                 to be                      offering price            aggregate offering        registration
to be registered           registered                 per share{1}              price{1}                  fee
<S>                        <C>                        <C>                       <C>                       <C>
Common Stock,              1,500,000{2}
$.0025 par value           shares                     $3.1875                   $4,781,250                $1,448.86
</TABLE>

{1} Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457.

{2}  The  Registrant  also   registers  hereby  such  indeterminate  number  of
additional shares as may be required  to  cover  antidilutive adjustments under
the Shop At Home, Inc. Omnibus Stock Incentive Plan.
<PAGE>

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  Registrant hereby incorporates the following  documents  in  this
Registration Statement:

     A.   The  Registrant's  Annual Report on Form 10-K for the fiscal year
ended June 30, 1996;

     B.   The  description of the  Common  Stock,  no  par  value,  of  the
Registrant contained  in  a  registration statement on Form 8-A filed under
Section 12 of the Securities Exchange  Act  of  1934,  and any amendment or
report filed for the purpose of updating such description; and

     C.   The  description of the Common Stock of the Registrant  contained
in a registration  statement  filed  under  Section  12  of  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  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to the filing of a post-effective amendment which indicates that all
securities  offered have been sold or which deregisters all securities then
remaining unsold,  shall  be deemed to be incorporated by reference in this
Registration Statement and  to  be  part  hereof from the date of filing of
such documents.


ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  6.6  of the Registrant's Bylaws  require  the  Registrant  to
indemnify its officers,  directors,  employees and/or agents to the maximum
extent   permitted  by  the  Tennessee  Business   Corporation   Act.   The
circumstances  under  which Tennessee law requires or permits a corporation
to indemnify its directors, officers, employees and/or agents are set forth
at T.C.A. Sections 48-18-501 ET SEQ.

     Generally, under T.C.A. Sections 48-18-501 ET SEQ., a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred  in  the proceeding if (a) he conducted
himself  in good faith, and (b) he reasonably  believed:  in  the  case  of
conduct in his official capacity with the corporation, that his conduct was
in its best  interests;  and,  in  all other cases, that his conduct was at
least  not opposed to its best interests;  and  (c)  in  the  case  of  any
criminal  proceeding, he had no reasonable cause to believe his conduct was
unlawful.

<PAGE>                                  2

     A corporation  may  not indemnify a director: (a) in connection with a
proceeding by or in the right  of the corporation in which the director was
adjudged liable to the corporation;  or  (b)  in  connection with any other
proceeding  charging  improper  personal  benefit to him,  whether  or  not
involving action in his official capacity,  in which he was adjudged liable
on the basis that personal benefit was improperly received by him.

     Indemnification permitted in connection with a proceeding by or in the
right  of  the corporation is limited to reasonable  expenses  incurred  in
connection with the proceeding.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


ITEM 8. EXHIBITS.

     The exhibits  listed  on the Exhibit Index appearing on page 7 of this
Registration Statement are hereby incorporated by reference.


ITEM 9. UNDERTAKINGS.

     1. The undersigned Registrant hereby undertakes:

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

          [1]   To include any prospectus required by Section  10(a)(3)  of
     the Act;

          [2]  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;

     <PAGE>                             3

          [3]  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.A[1] and 1.A[2] do  not  apply if
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.

     B.   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.

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

     2.  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 herein, and the offering  of
such securities at that  time  shall  be deemed to be the initial bona fide
offering thereof.

     3.   Insofar  as indemnification for  liabilities  arising  under  the
Securities  Act  of 1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, 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  of
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>                                  4

                            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 Knoxville, State of Tennessee, on
October 25, 1996.


                                SHOP AT HOME, INC.


                                By /S/ KENT E. LILLIE               
                                President and Chief Executive Officer


     KNOW  ALL  MEN  BY  THESE PRESENTS, that each person  whose  signature
appears below constitutes  and appoints Kent E. Lillie and Joseph Nawy, and
each of them, with the power  to act without the other, his or her true and
lawful attorney-in-facts and agents,  with  full  power of substitution and
resubstitution, for him or her, and in his or her 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 all exhibits  thereto,  and  other  documents in connection therewith,
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 and necessary to be  done in
and  about the premises, as fully and to all intents and purposes as he  or
she might  or  could do in person, hereby ratifying and confirming all that
said attorneys-in-fact  and  agents,  or his 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  on  Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE                     TITLE                             DATE
<S>                           <C>                               <C>

 /S/ KENT E. LILLIE                                                             
Kent E. Lillie                President, and Chief Executive    October 25, 1996
                              Officer (Principal Executive
                              Officer), and Director

<PAGE>                                  5


 /S/ JOSEPH NAWY                                                                
Joseph Nawy                   Vice President - Finance          October 25, 1996
                              (Principal Financial and Accounting
                              Officer)


 /S/ J.D. CLINTON
J.D. Clinton                  Director                          October 25, 1996

 /S/ W. PAUL COWELL
W. Paul Cowell                Director                          October 25, 1996


 /S/ JOSEPH I. OVERHOLT
Joseph I. Overholt            Director                          October 25, 1996


 /S/ A.E. JOLLEY
A.E. Jolley                   Director, Secretary/Treasurer     October 25, 1996


 /S/ FRANK A. WOODS
Frank A. Woods                Director                          October 25, 1996

</TABLE>
<PAGE>                                  6

                         INDEX TO EXHIBITS


EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                                 PAGE

4(a)           Shop at Home, Inc. Omnibus Stock Incentive Plan incorporated
               by reference to  Exhibit  10.3  to  the  Registrant's Annual
               Report on Form 10-K filed with the Securities  and  Exchange
               Commission for the fiscal year ended June 30, 1992.

4(b)           Charter  of  the  Registrant  incorporated  by  reference to
               Exhibit 3.1 of the Registrant's report on Form 10-K  for the
               fiscal  year  ended June 30, 1993, filed with the Securities
               and  Exchange Commission  on  September  28,  1993,  and  by
               reference  to Exhibit 4.3 of the Registrant's report on Form
               8-K filed with  the  Securities  and  Exchange Commission on
               March 2, 1995.

4(c)           Bylaws   of  the  Registrant  as  amended  incorporated   by
               reference  to  Exhibit 3.2 of the Registrant's Annual Report
               on Form 10-K for  the fiscal year ended June 30, 1993, filed
               with the Securities and Exchange Commission on September 28,
               1993.

4(d)           Specimen Common Stock  Certificate incorporated by reference
               to Exhibit 4.8 of the Registrant's Registration Statement on
               Form S-4 filed with the  Securities  and Exchange Commission
               on January 20, 1995.

5              Opinion of Wyatt, Tarrant & Combs as
               to the legality of the Common Stock.                           8

24(b)          Consent of Wyatt, Tarrant & Combs
               (included in Exhibit 5).                                       8

25             Power of Attorney (included on sig-
               nature page of this Registration
               Statement).                                                    5

<PAGE>                                  7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15808}]
{"company-data": {"conformed-name": "SHOP AT HOME INC /TN/", "cik": "0000810029", "assigned-sic": "5961", "irs-number": "621282758", "state-of-incorporation": "TN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15033", "film-number": "96649550"}, "business-address": {"street1": "5210 SCHUBERT RD", "city": "KNOXVILLE", "state": "TN", "zip": "37912", "phone": "6156880300"}, "mail-address": {"street1": "P O BOX 12600", "city": "KNOXVILLE", "state": "TN", "zip": "37912"}}
As filed with the Securities and Exchange Commission
                                         on October 29, 1996
                                      Registration No. 

                     ___________________________________________________________
                     ___________________________________________________________

                                 SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, D.C.  20549
                                           _______________

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

                                     SHOP AT HOME, INC.
                   (Exact name of registrant as specified in its charter)

          Tennessee                                             62-1282758
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                                         5210 Schubert Road
                                           P.O. Box 12600
                                     Knoxville, Tennessee 37921

                              (Address of Principal Executive Offices)

                           SHOP AT HOME, INC. OMNIBUS STOCK INCENTIVE PLAN
                                      (Full title of the plan)
Kent E. Lillie, President               Copy to: C. Michael Norton, Esq.
                    Shop at Home, Inc.                             Wyatt, Tarrant & Combs
                    5210 Schubert Road                             Nashville City Center
                    P.O. Box 12600                                 511 Union Street, Suite 1500
                    Knoxville, Tennessee 37921                     Nashville, Tennessee  37219
                    (615) 688-0300                                 (615)244-0020
                                                                                   

           (Name, address and telephone number, including area code, of agent for service)

                    Approximate date of commencement of proposed sale to public:
             From time to time after the effective date of this Registration Statement.

                                   CALCULATION OF REGISTRATION FEE
Title of                   Amount                     Proposed maximum          Proposed maximum          Amount of
securities                 to be                      offering price            aggregate offering        registration
to be registered           registered                 per share{1}              price{1}                  fee
Common Stock,              1,500,000{2}
$.0025 par value           shares                     $3.1875                   $4,781,250                $1,448.86
{1} Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457.

{2}  The  Registrant  also   registers  hereby  such  indeterminate  number  of
additional shares as may be required  to  cover  antidilutive adjustments under
the Shop At Home, Inc. Omnibus Stock Incentive Plan.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  Registrant hereby incorporates the following  documents  in  this
Registration Statement:

     A.   The  Registrant's  Annual Report on Form 10-K for the fiscal year
ended June 30, 1996;

     B.   The  description of the  Common  Stock,  no  par  value,  of  the
Registrant contained  in  a  registration statement on Form 8-A filed under
Section 12 of the Securities Exchange  Act  of  1934,  and any amendment or
report filed for the purpose of updating such description; and

     C.   The  description of the Common Stock of the Registrant  contained
in a registration  statement  filed  under  Section  12  of  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  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior  to the filing of a post-effective amendment which indicates that all
securities  offered have been sold or which deregisters all securities then
remaining unsold,  shall  be deemed to be incorporated by reference in this
Registration Statement and  to  be  part  hereof from the date of filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  6.6  of the Registrant's Bylaws  require  the  Registrant  to
indemnify its officers,  directors,  employees and/or agents to the maximum
extent   permitted  by  the  Tennessee  Business   Corporation   Act.   The
circumstances  under  which Tennessee law requires or permits a corporation
to indemnify its directors, officers, employees and/or agents are set forth
at T.C.A. Sections 48-18-501 ET SEQ.

     Generally, under T.C.A. Sections 48-18-501 ET SEQ., a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred  in  the proceeding if (a) he conducted
himself  in good faith, and (b) he reasonably  believed:  in  the  case  of
conduct in his official capacity with the corporation, that his conduct was
in its best  interests;  and,  in  all other cases, that his conduct was at
least  not opposed to its best interests;  and  (c)  in  the  case  of  any
criminal  proceeding, he had no reasonable cause to believe his conduct was
unlawful.
2

     A corporation  may  not indemnify a director: (a) in connection with a
proceeding by or in the right  of the corporation in which the director was
adjudged liable to the corporation;  or  (b)  in  connection with any other
proceeding  charging  improper  personal  benefit to him,  whether  or  not
involving action in his official capacity,  in which he was adjudged liable
on the basis that personal benefit was improperly received by him.

     Indemnification permitted in connection with a proceeding by or in the
right  of  the corporation is limited to reasonable  expenses  incurred  in
connection with the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     The exhibits  listed  on the Exhibit Index appearing on page 7 of this
Registration Statement are hereby incorporated by reference.

ITEM 9. UNDERTAKINGS.

     1. The undersigned Registrant hereby undertakes:

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

          [1]   To include any prospectus required by Section  10(a)(3)  of
     the Act;

          [2]  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;
3

          [3]  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.A[1] and 1.A[2] do  not  apply if
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.

     B.   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.

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

     2.  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 herein, and the offering  of
such securities at that  time  shall  be deemed to be the initial bona fide
offering thereof.

     3.   Insofar  as indemnification for  liabilities  arising  under  the
Securities  Act  of 1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, 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  of
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.
4

                            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 Knoxville, State of Tennessee, on
October 25, 1996.

                                SHOP AT HOME, INC.

                                By /S/ KENT E. LILLIE               
                                President and Chief Executive Officer

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each person  whose  signature
appears below constitutes  and appoints Kent E. Lillie and Joseph Nawy, and
each of them, with the power  to act without the other, his or her true and
lawful attorney-in-facts and agents,  with  full  power of substitution and
resubstitution, for him or her, and in his or her 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 all exhibits  thereto,  and  other  documents in connection therewith,
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 and necessary to be  done in
and  about the premises, as fully and to all intents and purposes as he  or
she might  or  could do in person, hereby ratifying and confirming all that
said attorneys-in-fact  and  agents,  or his 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  on  Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURE                     TITLE                             DATE
/S/ KENT E. LILLIE                                                             
Kent E. Lillie                President, and Chief Executive    October 25, 1996
                              Officer (Principal Executive
                              Officer), and Director
5

 /S/ JOSEPH NAWY                                                                
Joseph Nawy                   Vice President - Finance          October 25, 1996
                              (Principal Financial and Accounting
                              Officer)

 /S/ J.D. CLINTON
J.D. Clinton                  Director                          October 25, 1996

 /S/ W. PAUL COWELL
W. Paul Cowell                Director                          October 25, 1996

 /S/ JOSEPH I. OVERHOLT
Joseph I. Overholt            Director                          October 25, 1996

 /S/ A.E. JOLLEY
A.E. Jolley                   Director, Secretary/Treasurer     October 25, 1996

 /S/ FRANK A. WOODS
Frank A. Woods                Director                          October 25, 1996
6

                         INDEX TO EXHIBITS

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT                                 PAGE

4(a)           Shop at Home, Inc. Omnibus Stock Incentive Plan incorporated
               by reference to  Exhibit  10.3  to  the  Registrant's Annual
               Report on Form 10-K filed with the Securities  and  Exchange
               Commission for the fiscal year ended June 30, 1992.

4(b)           Charter  of  the  Registrant  incorporated  by  reference to
               Exhibit 3.1 of the Registrant's report on Form 10-K  for the
               fiscal  year  ended June 30, 1993, filed with the Securities
               and  Exchange Commission  on  September  28,  1993,  and  by
               reference  to Exhibit 4.3 of the Registrant's report on Form
               8-K filed with  the  Securities  and  Exchange Commission on
               March 2, 1995.

4(c)           Bylaws   of  the  Registrant  as  amended  incorporated   by
               reference  to  Exhibit 3.2 of the Registrant's Annual Report
               on Form 10-K for  the fiscal year ended June 30, 1993, filed
               with the Securities and Exchange Commission on September 28,
               1993.

4(d)           Specimen Common Stock  Certificate incorporated by reference
               to Exhibit 4.8 of the Registrant's Registration Statement on
               Form S-4 filed with the  Securities  and Exchange Commission
               on January 20, 1995.

5              Opinion of Wyatt, Tarrant & Combs as
               to the legality of the Common Stock.                           8

24(b)          Consent of Wyatt, Tarrant & Combs
               (included in Exhibit 5).                                       8

25             Power of Attorney (included on sig-
               nature page of this Registration
               Statement).                                                    5
7