Registration No. 333-________
                                                  Filed July 29, 1998


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933




                     COMMUNITY BANK SHARES OF INDIANA, INC.
    (Exact Name of Registrant as specified in its Articles of Incorporation)


               Indiana                                     35-1938254
        (State of incorporation)              (IRS Employer Identification No.)


                             202 East Spring Street
                            New Albany, Indiana 47150
          (Address of principal executive offices, including zip code)



                            1997 Stock Incentive Plan
             and Options to purchase Common Stock of the Registrant
          pursuant to an Agreement and Plan of Reorganization, dated as
         of December 17, 1997, between the Registrant and NCF Financial
               Corporation ("NCF"), upon conversion of outstanding
                   options to purchase NCF common stock issued
                       by NCF under its 1995 Stock Option
                         Plan (Full Title of the Plans)



                                                       Copies to:
                                                                       
Michael L. Douglas                         Raymond A. Tiernan, Esq.    
President and Chief Executive Officer      Kenneth B. Tabach, Esq.  
Community Bank Shares of Indiana, Inc.     Elias, Matz, Tiernan & Herrick L.L.P.
202 East Spring Street                     734 15th Street, N.W.               
New Albany, Indiana  47150                 Washington, D.C.  20005     
(812) 944-2224                             (202) 347-0300
(Name, address, and telephone number
 of agent for service)


                                Page 1 of 8 pages
                     Index to Exhibits is located on page 5.


<PAGE>


<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE



          Title of                                          Proposed               Proposed
         Securities                                          Maximum                Maximum                  Amount of
           to be                   Amount to be          Offering Price            Aggregate               Registration
         Registered                Registered(1)            Per Share           Offering Price                  Fee

------------------------------------------------------------------------------------------------------------------------------

<S>                                <C>                   <C>                    <C>                        <C>  
Common Stock, par
  value $0.10                            198,372 (2)           $ 20.00 (3)           $3,967,440 (3)           $1,170.40


Common Stock, par
  value $0.10                             54,028 (4)          $   4.89 (5)           $  804,477 (5)           $  237.32

Total                                        252,400                                   $4,771,917             $1,407.72

------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Together  with an  indeterminate  number of  additional  shares which may be
necessary  to adjust the number of shares of common  stock,  par value $0.10 per
share ("Common Stock") of Community Bank Shares of Indiana,  Inc.  ("Company" or
"Registrant") as a result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock.

(2) Represents shares currently  reserved for issuance pursuant to the Company's
1997 Stock Incentive Plan (the "Plan").

(3) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance with Rule 457(c)  promulgated  under the Securities Act. The Proposed
Maximum Offering Price Per Share for the 198,372 shares for which stock options,
stock appreciation  rights or performance shares have not been granted under the
Plan is equal to the closing  sales price of the Common  Stock of the Company on
July 23, 1998 on the Nasdaq Stock Market, Small- Cap market.

(4) Represents the number of shares of Common Stock of the Company  reserved for
issuance as a result of the  conversion  of options to purchase  common stock of
NCF Financial  Corporation  ("NCF") into options to purchase Common Stock of the
Company  pursuant  to an  Agreement  and  Plan of  Reorganization,  dated  as of
December 17, 1997, between the Company and NCF.

(5) Estimated solely for the purpose of calculating the registration  fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended  ("Securities Act"). The Proposed Maximum Offering Price Per
Share is equal to the  weighted  average  exercise  price  for the  options,  as
converted, to purchase shares of Common Stock.

                           --------------------------

        This Registration  Statement shall become effective  automatically  upon
the date of filing in accordance  with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.


                                        2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1997 filed with the Commission on March 27, 1998;

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  since  the end of the  fiscal  year  covered  by the
         financial  statements  in the Annual  Report  referred to in clause (a)
         above;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained in the Company's Registration Statement on Form S-4 (File No.
         333-46665) filed with the Commission on February 20, 1998, as amended;

                  (d) All  documents  filed by the Company  pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
         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.

         Any  statement  contained  in  this  Registration  Statement,  or  in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed  document  which  also is or is deemed  to be  incorporated  by  reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item. 5. Interests of Named Experts and Counsel.

         Not applicable.

                                        3

<PAGE>
Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business   Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured or indemnified  against liability which they may incur in their capacity
as  such.   The   Articles  of   Incorporation   of  the  Company   provide  for
indemnification of directors,  officers,  employees and agents of the Company to
the full  extent  permitted  by Indiana  law.  Such  indemnity  shall  extend to
expenses,  including attorney's fees,  judgments,  fines and amounts paid in the
settlement, prosecution or defense of the foregoing actions.

Item 7.  Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.


                                        4

<PAGE>
Item 8.  Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

         No.   Exhibit                                                   Page

         4     Common Stock Certificate*                                  --

         5     Opinion of Elias, Matz, Tiernan & Herrick                 
                L.L.P. as to the legality of the securities              E-1

         23.1  Consent of Elias, Matz, Tiernan & Herrick                  
                L.L.P. (contained in the opinion included
                as Exhibit 5)                                             --

         23.2  Consent of Monroe Shine & Co.                             E-3

         24    Power of attorney for any subsequent                       
                amendments is located in the signature pages              --

         99.1  Community Bank Shares of Indiana, Inc.
                1997 Stock Incentive Plan**                               --

         99.2  NCF Financial Corporation 1995
                Stock Option Plan***                                      --




*   Incorporated  by reference from the Company's Registration Statement on Form
S-1  (Commission  File No.  33-87228)  filed with the  Commission on December 9,
1994, as amended.

**  Incorporated  by reference  from the Company's  Definitive  Proxy  Statement
(Commission File No. 000-25766) filed with the Commission on March 27, 1997.

*** Incorporated by reference from NCF Financial  Corporation's Annual Report on
Form 10-KSB for the year ended June 30,  1997  (Commission  File No.  000-26510)
filed with the Commission on September 26, 1997.


                                        5

<PAGE>
Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a  post-effective  amendment to this  Registration  Statement (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act, (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,  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  in  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is contained in periodic reports filed
by the  Registrant  pursuant to Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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.

         4. That,  for the  purposes  of  determining  any  liability  under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         5.  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  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 questions whether such  indemnification by it is against public
policy  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.


                                        6

<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the State of Indiana on July 28, 1998.



                                          COMMUNITY BANK SHARES OF INDIANA, INC.


                                  By:     /s/Michael L. Douglas
                                          Michael L. Douglas
                                          President and Chief Executive Officer


        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes,  constitutes  and appoints  Michael L. Douglas his or her true and
lawful  attorney,  with full power to sign for such person and in such  person's
name and capacity  indicated  below, and with full power of substitution any and
all amendments to this Registration  Statement,  hereby ratifying and confirming
such  person's  signature  as it may be signed by said  attorney  to any and all
amendments.



/s/Michael L. Douglas                                        July 28, 1998
-------------------------
Michael L. Douglas
Director, President and
 Chief Executive Officer
(Principal Executive Officer)


/s/C. Thomas Young                                           July 28, 1998
-------------------------
C. Thomas Young
Chairman of the Board


/s/James Stutsman                                            July 28, 1998
-------------------------
James Stutsman
Senior Vice President and Chief Financial
  Officer (Principal Financial and
  Accounting Officer)
<PAGE>
/s/Robert E. Yates                                           July 28, 1998
-------------------------
Robert E. Yates
Director

     
/s/Gary L. Libs                                              July 28, 1998
-------------------------
Gary L. Libs
Director


/s/James W. Robinson                                         July 28, 1998
-------------------------
James W. Robinson
Director


/s/Timothy T. Shea                                           July 28, 1998
-------------------------
Timothy T. Shea   
Vice Chairman


/s/Robert J. Koetter, Sr.                                    July 28, 1998
-------------------------
Robert J. Koetter, Sr.    
Director


/s/Steve Stemler                                             July 28, 1998
-------------------------
Steve Stemler                                       
Director


/s/Gordon Huncilman                                          July 28, 1998
-------------------------
Gordon Huncilman
Director


/s/Dale Orem                                                 July 28, 1998
-------------------------
Dale Orem                                     
Director


/s/Kerry Stemler                                             July 28, 1998
-------------------------
Kerry Stemler
Director
<PAGE>
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Registration No. 333-________
                                                  Filed July 29, 1998

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                     COMMUNITY BANK SHARES OF INDIANA, INC.
    (Exact Name of Registrant as specified in its Articles of Incorporation)

               Indiana                                     35-1938254
        (State of incorporation)              (IRS Employer Identification No.)

                             202 East Spring Street
                            New Albany, Indiana 47150
          (Address of principal executive offices, including zip code)

                            1997 Stock Incentive Plan
             and Options to purchase Common Stock of the Registrant
          pursuant to an Agreement and Plan of Reorganization, dated as
         of December 17, 1997, between the Registrant and NCF Financial
               Corporation ("NCF"), upon conversion of outstanding
                   options to purchase NCF common stock issued
                       by NCF under its 1995 Stock Option
                         Plan (Full Title of the Plans)

                                                       Copies to:
                                                                       
Michael L. Douglas                         Raymond A. Tiernan, Esq.    
President and Chief Executive Officer      Kenneth B. Tabach, Esq.  
Community Bank Shares of Indiana, Inc.     Elias, Matz, Tiernan & Herrick L.L.P.
202 East Spring Street                     734 15th Street, N.W.               
New Albany, Indiana  47150                 Washington, D.C.  20005     
(812) 944-2224                             (202) 347-0300
(Name, address, and telephone number
 of agent for service)

                                Page 1 of 8 pages
                     Index to Exhibits is located on page 5.
CALCULATION OF REGISTRATION FEE

          Title of                                          Proposed               Proposed
         Securities                                          Maximum                Maximum                  Amount of
           to be                   Amount to be          Offering Price            Aggregate               Registration
         Registered                Registered(1)            Per Share           Offering Price                  Fee

------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
  value $0.10                            198,372 (2)           $ 20.00 (3)           $3,967,440 (3)           $1,170.40

Common Stock, par
  value $0.10                             54,028 (4)          $   4.89 (5)           $  804,477 (5)           $  237.32

Total                                        252,400                                   $4,771,917             $1,407.72

------------------------------------------------------------------------------------------------------------------------------
(1) Together  with an  indeterminate  number of  additional  shares which may be
necessary  to adjust the number of shares of common  stock,  par value $0.10 per
share ("Common Stock") of Community Bank Shares of Indiana,  Inc.  ("Company" or
"Registrant") as a result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock.

(2) Represents shares currently  reserved for issuance pursuant to the Company's
1997 Stock Incentive Plan (the "Plan").

(3) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance with Rule 457(c)  promulgated  under the Securities Act. The Proposed
Maximum Offering Price Per Share for the 198,372 shares for which stock options,
stock appreciation  rights or performance shares have not been granted under the
Plan is equal to the closing  sales price of the Common  Stock of the Company on
July 23, 1998 on the Nasdaq Stock Market, Small- Cap market.

(4) Represents the number of shares of Common Stock of the Company  reserved for
issuance as a result of the  conversion  of options to purchase  common stock of
NCF Financial  Corporation  ("NCF") into options to purchase Common Stock of the
Company  pursuant  to an  Agreement  and  Plan of  Reorganization,  dated  as of
December 17, 1997, between the Company and NCF.

(5) Estimated solely for the purpose of calculating the registration  fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended  ("Securities Act"). The Proposed Maximum Offering Price Per
Share is equal to the  weighted  average  exercise  price  for the  options,  as
converted, to purchase shares of Common Stock.

                           --------------------------

        This Registration  Statement shall become effective  automatically  upon
the date of filing in accordance  with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1997 filed with the Commission on March 27, 1998;

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  since  the end of the  fiscal  year  covered  by the
         financial  statements  in the Annual  Report  referred to in clause (a)
         above;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained in the Company's Registration Statement on Form S-4 (File No.
         333-46665) filed with the Commission on February 20, 1998, as amended;

                  (d) All  documents  filed by the Company  pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
         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.

         Any  statement  contained  in  this  Registration  Statement,  or  in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed  document  which  also is or is deemed  to be  incorporated  by  reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item. 5. Interests of Named Experts and Counsel.

         Not applicable.

                                        3
Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business   Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured or indemnified  against liability which they may incur in their capacity
as  such.   The   Articles  of   Incorporation   of  the  Company   provide  for
indemnification of directors,  officers,  employees and agents of the Company to
the full  extent  permitted  by Indiana  law.  Such  indemnity  shall  extend to
expenses,  including attorney's fees,  judgments,  fines and amounts paid in the
settlement, prosecution or defense of the foregoing actions.

Item 7.  Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.

                                        4
Item 8.  Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

         No.   Exhibit                                                   Page

         4     Common Stock Certificate*                                  --

         5     Opinion of Elias, Matz, Tiernan & Herrick                 
                L.L.P. as to the legality of the securities              E-1

         23.1  Consent of Elias, Matz, Tiernan & Herrick                  
                L.L.P. (contained in the opinion included
                as Exhibit 5)                                             --

         23.2  Consent of Monroe Shine & Co.                             E-3

         24    Power of attorney for any subsequent                       
                amendments is located in the signature pages              --

         99.1  Community Bank Shares of Indiana, Inc.
                1997 Stock Incentive Plan**                               --

         99.2  NCF Financial Corporation 1995
                Stock Option Plan***                                      --

*   Incorporated  by reference from the Company's Registration Statement on Form
S-1  (Commission  File No.  33-87228)  filed with the  Commission on December 9,
1994, as amended.

**  Incorporated  by reference  from the Company's  Definitive  Proxy  Statement
(Commission File No. 000-25766) filed with the Commission on March 27, 1997.

*** Incorporated by reference from NCF Financial  Corporation's Annual Report on
Form 10-KSB for the year ended June 30,  1997  (Commission  File No.  000-26510)
filed with the Commission on September 26, 1997.

                                        5
Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a  post-effective  amendment to this  Registration  Statement (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act, (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,  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  in  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is contained in periodic reports filed
by the  Registrant  pursuant to Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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.

         4. That,  for the  purposes  of  determining  any  liability  under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         5.  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  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 questions whether such  indemnification by it is against public
policy  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.

                                        6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the State of Indiana on July 28, 1998.

                                          COMMUNITY BANK SHARES OF INDIANA, INC.

                                  By:     /s/Michael L. Douglas
                                          Michael L. Douglas
                                          President and Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes,  constitutes  and appoints  Michael L. Douglas his or her true and
lawful  attorney,  with full power to sign for such person and in such  person's
name and capacity  indicated  below, and with full power of substitution any and
all amendments to this Registration  Statement,  hereby ratifying and confirming
such  person's  signature  as it may be signed by said  attorney  to any and all
amendments.

/s/Michael L. Douglas                                        July 28, 1998
-------------------------
Michael L. Douglas
Director, President and
 Chief Executive Officer
(Principal Executive Officer)

/s/C. Thomas Young                                           July 28, 1998
-------------------------
C. Thomas Young
Chairman of the Board

/s/James Stutsman                                            July 28, 1998
-------------------------
James Stutsman
Senior Vice President and Chief Financial
  Officer (Principal Financial and
  Accounting Officer)
/s/Robert E. Yates                                           July 28, 1998
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Robert E. Yates
Director

     
/s/Gary L. Libs                                              July 28, 1998
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Gary L. Libs
Director

/s/James W. Robinson                                         July 28, 1998
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James W. Robinson
Director

/s/Timothy T. Shea                                           July 28, 1998
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Timothy T. Shea   
Vice Chairman

/s/Robert J. Koetter, Sr.                                    July 28, 1998
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Robert J. Koetter, Sr.    
Director

/s/Steve Stemler                                             July 28, 1998
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Steve Stemler                                       
Director

/s/Gordon Huncilman                                          July 28, 1998
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Gordon Huncilman
Director

/s/Dale Orem                                                 July 28, 1998
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Dale Orem                                     
Director

/s/Kerry Stemler                                             July 28, 1998
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Kerry Stemler
Director