<PAGE>
 
  As filed with the Securities and Exchange Commission on February ___, 1999
                                                     Registration No. 333-______
                                                                                
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________
                                   FORM S-8
                            Registration Statement
                       Under The Securities Act Of 1933
                                _______________

                                DATA RACE, INC.
            (Exact name of registrant as specified in its charter)
            Texas                                     74-2272363
(State or other jurisdiction of          (I.R.S. employer identification number)
incorporation or organization)           

                            12400 Network Boulevard
                           San Antonio, Texas 78249
         (Address, including zip code, of principal executive offices)
                                _______________


                            1998 Stock Option Plan
                            1997 Stock Option Plan
                           (Full title of the Plans)
                                _______________

                                 W. B. Barker
                            12400 Network Boulevard
                           San Antonio, Texas 78249
(Name, address and telephone number, including area code, of agent for service)
                                _______________
<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
==================================================================================================== 
                                                         Proposed         Proposed 
            Title of                    Amount            Maximum          Maximum        Amount of
           Securities                   to be          Offering Price     Aggregate     Registration 
        to be Registered              Registered         Per Share      Offering Price       Fee 
---------------------------------------------------------------------------------------------------- 
<S>                               <C>                  <C>              <C>             <C>
Common Stock, no par value        438,694 shares (1)      $2.23 (6)     $  978,288(6)      $  272
---------------------------------------------------------------------------------------------------- 
Common Stock, no par value         61,306 shares (2)      $5.41 (5)     $  331,665(5)      $   93
---------------------------------------------------------------------------------------------------- 
Common Stock, no par value        145,000 shares (3)      $3.63 (6)     $  526,350(6)      $  147
---------------------------------------------------------------------------------------------------- 
Common Stock, no par value        855,000 shares (4)      $5.41 (5)     $4,625,550(5)      $1,286
---------------------------------------------------------------------------------------------------- 
                Total           1,500,000 shares                                           $1,798
====================================================================================================
</TABLE>

(1)  Issuable upon exercise of stock options previously granted under the 1997
     Stock Option Plan.
(2)  Issuable upon exercise of stock options available to be granted under the
     1997 Stock Option Plan.
(3)  Issuable upon exercise of stock options previously issued under the 1998
     Stock Option Plan.
(4)  Issuable upon the exercise of stock options available to be granted under
     the 1998 Stock Option Plan.
(5)  Pursuant to Rule 457(c), the offering price and registration fee are
     computed on the basis of the average of the high and low prices of the
     Common Stock, as reported by The Nasdaq National Market on February 10,
     1999.
(6)  For the purpose of calculating the registration fee pursuant to Rule
     457(h), the offering price and registration fee are computed on the basis
     of the weighted average exercise price with respect to currently
     outstanding options.
<PAGE>
 
                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference in this Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the fiscal year ended June
        30, 1998;

     2. The Company's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1998;

     3. The Company's Current Report on Form 8-K filed August 4, 1998; and

     4. The description of the Company's Common Stock contained in the
        Registration Statement on Form 8-A of the Company, filed October 5,
        1992, including any amendment and 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 to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such reports and 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.

     Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances.  In
addition, the Texas Miscellaneous Corporation Law provides that a corporation
may amend its Articles of Incorporation to provide that no director shall be
liable to the corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director, provided that the liability
of a director is not eliminated or limited (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) any transaction from which such director derived an
improper personal benefit, or (iv) an act or omission for which the liability of
a director is expressly provided by an applicable statute.  The Company has
amended its Articles of Incorporation and added Article Ten adopting such
limitations on a director's liability.  The Company's Articles of Incorporation
also provide in Article Ten, for indemnification of directors or officers in
connection with the defense or settlement of suits 
<PAGE>
 
brought against them in their capacities as directors or officers of the
Company, except in respect of liabilities arising from gross negligence or
willful misconduct in the performance of their duties.

     Article VIII of the Company's bylaws provides for indemnification of any
person made a party to a proceeding by reason of such person's status as a
director, officer or employee of the Company, except in respect of liabilities
arising from negligence or misconduct in the performance of their duties.

     An insurance policy obtained by the Company provides for indemnification of
officers and directors of the Company and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.             Description of Exhibit
-----------             ----------------------

5              Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

23.1           Consent of KPMG LLP. (a)

23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               opinion filed as Exhibit 5.1).

24             Power of Attorney (included on signature page of this
               Registration Statement)
_________________________________________________________________________
(a)  Filed herewith.

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
<PAGE>
 
                     offering range may be reflected in the form of prospectus
                     filed with the Commission pursuant to Rule 424(b) if, in
                     the aggregate, the changes in volume and price represent no
                     more than a 20 percent change in the maximum aggregate
                     offering price set forth in the "Calculation of
                     Registration Fee" table in the effective Registration
                     Statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement, or any material change to such
                     information in the Registration Statement; provided,
                     however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
                     apply if the 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 the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant, pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer, or controlling person of the
          Registrant in the successful defense of any action, suit, or
          proceeding) is asserted by such director, officer, 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 Securities Act of 1933
          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 San Antonio, State of Texas, on February 17, 1999.

                         DATA RACE, INC.

                         By:  /s/ Gregory T. Skalla
                             -------------------------------------
                             Gregory T. Skalla
                             Senior Vice President and Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the  undersigned directors and
officers of Data Race, Inc., hereby constitute and appoint W. B. Barker and
Gregory T. Skalla, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and his name
place and stead, in any and all capacities, to execute any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all 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 might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
            Name                              Title                            Date
---------------------------  ---------------------------------------   -------------------
<S>                          <C>                                       <C>
/s/ Dr. W. B. Barker         President, Chief Executive Officer and    February 17, 1999
---------------------------  Director
 Dr. W. B. Barker            
                             
 /s/ Gregory T. Skalla       Senior Vice President-Finance, Chief      February 17, 1999
---------------------------  Financial Officer, Treasurer and                            
 Gregory T. Skalla           Secretary (Principal Financial and                          
                             Accounting Officer)                                                                                   

 /s/ Jeffrey P. Blanchard    Chairman of the Board of Directors        February 12,   1999
---------------------------                                            
 Jeffrey P. Blanchard                                                  

 /s/ Matthew A. Kenny        Director                                  February 12, 1999
---------------------------                                            
 Matthew A. Kenny                                                      

 /s/ George R. Grumbles      Director                                  February 12, 1999
---------------------------                                            
 George R. Grumbles                                                    

 /s/ Dwight E. Lee           Director                                  February 11, 1999
---------------------------                                            
 Dwight E. Lee                                                         

                             Director                                  February ___, 1999
---------------------------        
 Edward A. Masi

</TABLE>
<PAGE>
 
                                   EXHIBITS
                               INDEX TO EXHIBITS
                               -----------------
                                        

Exhibit No.                            Exhibit
-----------                            -------
                                        
  5          Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

 23.1        Consent of KPMG LLP. (a)

 23.2        Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 
             (included in opinion filed as Exhibit 5.1).

 25          Power of Attorney (included on signature page of this 
             Registration Statement)
_________________________________________________________________________
(a)  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18403}]
{"company-data": {"conformed-name": "DATA RACE INC", "cik": "0000890924", "assigned-sic": "3576", "irs-number": "742272363", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72505", "film-number": "99544638"}, "business-address": {"street1": "12400 NETWORK BLVD", "city": "SAN ANTONIO", "state": "TX", "zip": "78249", "phone": "2102632000"}, "mail-address": {"street1": "12400 NETWORK BLVD", "city": "SAN ANTONIO", "state": "TX", "zip": "78249"}}
As filed with the Securities and Exchange Commission on February ___, 1999
                                                     Registration No. 333-______
                                                                                
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________
                                   FORM S-8
                            Registration Statement
                       Under The Securities Act Of 1933
                                _______________

                                DATA RACE, INC.
            (Exact name of registrant as specified in its charter)
            Texas                                     74-2272363
(State or other jurisdiction of          (I.R.S. employer identification number)
incorporation or organization)           

                            12400 Network Boulevard
                           San Antonio, Texas 78249
         (Address, including zip code, of principal executive offices)
                                _______________

                            1998 Stock Option Plan
                            1997 Stock Option Plan
                           (Full title of the Plans)
                                _______________

                                 W. B. Barker
                            12400 Network Boulevard
                           San Antonio, Texas 78249
(Name, address and telephone number, including area code, of agent for service)
                                _______________
CALCULATION OF REGISTRATION FEE
==================================================================================================== 
                                                         Proposed         Proposed 
            Title of                    Amount            Maximum          Maximum        Amount of
           Securities                   to be          Offering Price     Aggregate     Registration 
        to be Registered              Registered         Per Share      Offering Price       Fee 
----------------------------------------------------------------------------------------------------
Common Stock, no par value        438,694 shares (1)      $2.23 (6)     $  978,288(6)      $  272
---------------------------------------------------------------------------------------------------- 
Common Stock, no par value         61,306 shares (2)      $5.41 (5)     $  331,665(5)      $   93
---------------------------------------------------------------------------------------------------- 
Common Stock, no par value        145,000 shares (3)      $3.63 (6)     $  526,350(6)      $  147
---------------------------------------------------------------------------------------------------- 
Common Stock, no par value        855,000 shares (4)      $5.41 (5)     $4,625,550(5)      $1,286
---------------------------------------------------------------------------------------------------- 
                Total           1,500,000 shares                                           $1,798
====================================================================================================
(1)  Issuable upon exercise of stock options previously granted under the 1997
     Stock Option Plan.
(2)  Issuable upon exercise of stock options available to be granted under the
     1997 Stock Option Plan.
(3)  Issuable upon exercise of stock options previously issued under the 1998
     Stock Option Plan.
(4)  Issuable upon the exercise of stock options available to be granted under
     the 1998 Stock Option Plan.
(5)  Pursuant to Rule 457(c), the offering price and registration fee are
     computed on the basis of the average of the high and low prices of the
     Common Stock, as reported by The Nasdaq National Market on February 10,
     1999.
(6)  For the purpose of calculating the registration fee pursuant to Rule
     457(h), the offering price and registration fee are computed on the basis
     of the weighted average exercise price with respect to currently
     outstanding options.
Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference in this Registration
Statement:

     1. The Company's Annual Report on Form 10-K for the fiscal year ended June
        30, 1998;

     2. The Company's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1998;

     3. The Company's Current Report on Form 8-K filed August 4, 1998; and

     4. The description of the Company's Common Stock contained in the
        Registration Statement on Form 8-A of the Company, filed October 5,
        1992, including any amendment and 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 to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such reports and 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.

     Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances.  In
addition, the Texas Miscellaneous Corporation Law provides that a corporation
may amend its Articles of Incorporation to provide that no director shall be
liable to the corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director, provided that the liability
of a director is not eliminated or limited (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) any transaction from which such director derived an
improper personal benefit, or (iv) an act or omission for which the liability of
a director is expressly provided by an applicable statute.  The Company has
amended its Articles of Incorporation and added Article Ten adopting such
limitations on a director's liability.  The Company's Articles of Incorporation
also provide in Article Ten, for indemnification of directors or officers in
connection with the defense or settlement of suits
brought against them in their capacities as directors or officers of the
Company, except in respect of liabilities arising from gross negligence or
willful misconduct in the performance of their duties.

     Article VIII of the Company's bylaws provides for indemnification of any
person made a party to a proceeding by reason of such person's status as a
director, officer or employee of the Company, except in respect of liabilities
arising from negligence or misconduct in the performance of their duties.

     An insurance policy obtained by the Company provides for indemnification of
officers and directors of the Company and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.             Description of Exhibit
-----------             ----------------------

5              Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

23.1           Consent of KPMG LLP. (a)

23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               opinion filed as Exhibit 5.1).

24             Power of Attorney (included on signature page of this
               Registration Statement)
_________________________________________________________________________
(a)  Filed herewith.

Item 9.  Undertakings.

     a)   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum
offering range may be reflected in the form of prospectus
                     filed with the Commission pursuant to Rule 424(b) if, in
                     the aggregate, the changes in volume and price represent no
                     more than a 20 percent change in the maximum aggregate
                     offering price set forth in the "Calculation of
                     Registration Fee" table in the effective Registration
                     Statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement, or any material change to such
                     information in the Registration Statement; provided,
                     however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
                     apply if the 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 the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant, pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer, or controlling person of the
          Registrant in the successful defense of any action, suit, or
          proceeding) is asserted by such director, officer, 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 Securities Act of 1933
          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 San Antonio, State of Texas, on February 17, 1999.

                         DATA RACE, INC.

                         By:  /s/ Gregory T. Skalla
                             -------------------------------------
                             Gregory T. Skalla
                             Senior Vice President and Chief Financial Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the  undersigned directors and
officers of Data Race, Inc., hereby constitute and appoint W. B. Barker and
Gregory T. Skalla, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and his name
place and stead, in any and all capacities, to execute any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all 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 might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
Name                              Title                            Date
---------------------------  ---------------------------------------   -------------------
/s/ Dr. W. B. Barker         President, Chief Executive Officer and    February 17, 1999
---------------------------  Director
 Dr. W. B. Barker            
                             
 /s/ Gregory T. Skalla       Senior Vice President-Finance, Chief      February 17, 1999
---------------------------  Financial Officer, Treasurer and                            
 Gregory T. Skalla           Secretary (Principal Financial and                          
                             Accounting Officer)                                                                                   

 /s/ Jeffrey P. Blanchard    Chairman of the Board of Directors        February 12,   1999
---------------------------                                            
 Jeffrey P. Blanchard                                                  

 /s/ Matthew A. Kenny        Director                                  February 12, 1999
---------------------------                                            
 Matthew A. Kenny                                                      

 /s/ George R. Grumbles      Director                                  February 12, 1999
---------------------------                                            
 George R. Grumbles                                                    

 /s/ Dwight E. Lee           Director                                  February 11, 1999
---------------------------                                            
 Dwight E. Lee                                                         

                             Director                                  February ___, 1999
---------------------------        
 Edward A. Masi
EXHIBITS
                               INDEX TO EXHIBITS
                               -----------------
                                        

Exhibit No.                            Exhibit
-----------                            -------
                                        
  5          Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (a)

 23.1        Consent of KPMG LLP. (a)

 23.2        Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. 
             (included in opinion filed as Exhibit 5.1).

 25          Power of Attorney (included on signature page of this 
             Registration Statement)
_________________________________________________________________________
(a)  Filed herewith.