<PAGE>
 
   As filed with the Securities and Exchange Commission on August 18, 1997

                                                  Registration No. 333-_________

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                              ------------------
                                 VALUJET, INC.
            (Exact name of registrant as specified in its charter)
                              ------------------

             Nevada                                     58-2189551
(State or other Jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                            1800 PHOENIX BOULEVARD
                                   SUITE 126
                            ATLANTA, GEORGIA 30349
              (Address, including zip code, including area code,
                 of registrant's principal executive offices)


                    VALUJET, INC. 1994 EMPLOYEE STOCK TRUST
                           (Full title of the plan)


                                MICHAEL D. ACKS
                       1800 PHOENIX BOULEVARD, SUITE 126
                            ATLANTA, GEORGIA 30349
                                (770) 907-2580
           (Name, address, including zip code, and telephone number
                  including area code, of agent for service)
                           ------------------------
                                  Copies to:

                           ROBERT B. GOLDBERG, ESQ.
                ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C.
                                   SUITE 400
                           3490 PIEDMONT ROAD, N.E.
                            ATLANTA, GEORGIA 30305
                                (404) 233-2800


<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                          Proposed           Proposed
                                             Amount        Maximum           Maximum         Amount of
Title of Securities                          to be     Offering Price       Aggregate       Registration
  to be Registered                         Registered  Per Share (1)    Offering Price (2)  Fee
--------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>              <C>                 <C>
Common Stock, $.001 par value per share        39,680           $5.72            $226,920        $100.00
========================================================================================================
</TABLE>
(1) The average of the high and low sales prices of the Common Stock as reported
    on the NASDAQ Stock Market on August 13, 1997.
<PAGE>
 
                                   TABLE OF CONTENTS

 
Item 1:    Plan Information                                             *
Item 2:    Registrant Information and Employee Plan Annual Information  *
Item 3:    Incorporation of Documents by Reference                      2
Item 4:    Description of Securities                                    3
Item 5:    Interests of Named Experts and Counsel                       3
Item 6:    Indemnification of Directors and Officers                    3
Item 7:    Exemption From Registration Claimed                          4
Item 8:    Exhibits                                                     4
Item 9:    Undertakings                                                 5

* Separately given to participants.  Pursuant to the rules for filing a
  Registration Statement on Form S-8, such information is contained in a
  document which does not constitute a part of this Registration Statement but
  which shall, together with the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II hereof, constitute a
  prospectus under Section 10(a) of the Securities Act of 1933.


                                   PART I



             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1:  PLAN INFORMATION

         Omitted.

ITEM 2:  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Omitted.

                                      -2-
<PAGE>
 
                                   PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by ValuJet, Inc. (the "Company") with the
Commission are incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the year ended December
         31, 1997.

     (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 1997 and June 30, 1997, and the Company's Current Reports on
         Form 8-K dated July 10, 1997 and August 13, 1997.

     (c) The description of the Company's Common Stock contained in its
         Registration Statement on Form 8-A dated September 29, 1995.

     In addition to the foregoing, all documents subsequently filed by the
Company 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
indicating that all of the securities offered hereunder 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.  Any statement contained in a
document incorporated by reference in this Registration Statement 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 subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement.  Any 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.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby has been passed on for the
Company by Ellis, Funk, Goldberg, Labovitz & Dokson, P.C., Atlanta, Georgia.
Certain shareholders of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. own
approximately 23,000 shares of Common Stock of the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Articles of Incorporation provide that directors of the
Company will not be personally liable for monetary damages to the Company for
certain breaches of their fiduciary duty as directors to the fullest extent
allowable by Nevada law.  Under current Nevada law, directors would remain
liable for:  (i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, and (ii) approval of certain illegal dividends or
redemptions.  In appropriate circumstances, equitable remedies or nonmonetary
relief, such as an injunction, will remain available to a stockholder seeking
redress from any such violation.  In addition, the provision applies only to
claims against a director arising out of his role as a director and not in any
other capacity (such as an officer or employee of the Company).

                                      -3-
<PAGE>
 
     The Company also has the obligation, pursuant to the Company's By-laws, to
indemnify any director or officer of the Company for all expenses incurred by
them in connection with any legal action brought or threatened against such
person for or on account of any action or omission alleged to have been
committed while acting in the course and scope of the person's duties, if the
person acted in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the Company, and with respect
to criminal actions, had no reasonable cause to believe the person's conduct was
unlawful, provided that such indemnification is made pursuant to then existing
provisions of Nevada Revised Statutes at the time of any such indemnification.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.
 
ITEM 8.    EXHIBITS
 
     4        -   ValuJet, Inc. 1994 Employee Stock Trust.
 
     5        -   Opinion of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
 
     23(a)    -   Consent of Ernst & Young LLP
 
     23(b)    -   Consent of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. 
                  (included in Exhibit 5).
 
     24       -   Power of Attorney (included on signature page).
 
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; 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 to such information in the
                  Registration Statement;

provided, however, that paragraphs (1)(i) and (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 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

                                      -4-
<PAGE>
 
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -5-
<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 Atlanta, State of Georgia on the 18th day of August,
1997.

                                    VALUJET, INC.

                                    By: /s/ ROBERT L. PRIDDY
                                        ---------------------------------------
                                        Robert L. Priddy
                                        Chairman of the Board and
                                        Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints ROBERT L. PRIDDY and LEWIS H. JORDAN, and ether
of them (with full power in each to act alone), his true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent 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 to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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


    /s/   ROBERT L. PRIDDY       Chairman of the Board          August 18, 1997 
 ------------------------------  (principal executive officer)  
        Robert L. Priddy         and Director


    /s/   LEWIS H. JORDAN        President and Director         August 18, 1997 
 ------------------------------
        Lewis H. Jordan


    /s/   STEPHEN C. NEVIN       Senior Vice President-Finance  August 18, 1997 
 ------------------------------  (principal financial officer) 
        Stephen C. Nevin         



                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                      -6-
<PAGE>
 
 /s/   MICHAEL D. ACKS           Controller (principal
 ------------------------------  accounting officer)        August 18, 1997
     Michael D. Acks               


    /s/   DON L. CHAPMAN         Director                   August 18, 1997 
 ------------------------------                            
         Don L. Chapman


     /s/   D. JOSEPH CORR        Director                   August 18, 1997  
-----------------------------
        D. Joseph Corr



-------------------------------  Director                  
      Timothy P. Flynn


-------------------------------  Director                  
   Maurice J. Gallagher, Jr.

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16182}]
{"company-data": {"conformed-name": "VALUJET INC", "cik": "0000948846", "assigned-sic": "4512", "irs-number": "582189551", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33887", "film-number": "97666016"}, "business-address": {"street1": "1800 PHOENIX BLVD", "street2": "STE 126", "city": "ATLANTA", "state": "GA", "zip": "30349", "phone": "7709072580"}}
As filed with the Securities and Exchange Commission on August 18, 1997

                                                  Registration No. 333-_________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                              ------------------
                                 VALUJET, INC.
            (Exact name of registrant as specified in its charter)
                              ------------------

             Nevada                                     58-2189551
(State or other Jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                            1800 PHOENIX BOULEVARD
                                   SUITE 126
                            ATLANTA, GEORGIA 30349
              (Address, including zip code, including area code,
                 of registrant's principal executive offices)

                    VALUJET, INC. 1994 EMPLOYEE STOCK TRUST
                           (Full title of the plan)

                                MICHAEL D. ACKS
                       1800 PHOENIX BOULEVARD, SUITE 126
                            ATLANTA, GEORGIA 30349
                                (770) 907-2580
           (Name, address, including zip code, and telephone number
                  including area code, of agent for service)
                           ------------------------
                                  Copies to:

                           ROBERT B. GOLDBERG, ESQ.
                ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C.
                                   SUITE 400
                           3490 PIEDMONT ROAD, N.E.
                            ATLANTA, GEORGIA 30305
                                (404) 233-2800
CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                          Proposed           Proposed
                                             Amount        Maximum           Maximum         Amount of
Title of Securities                          to be     Offering Price       Aggregate       Registration
  to be Registered                         Registered  Per Share (1)    Offering Price (2)  Fee
--------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share        39,680           $5.72            $226,920        $100.00
========================================================================================================
(1) The average of the high and low sales prices of the Common Stock as reported
    on the NASDAQ Stock Market on August 13, 1997.
TABLE OF CONTENTS

 
Item 1:    Plan Information                                             *
Item 2:    Registrant Information and Employee Plan Annual Information  *
Item 3:    Incorporation of Documents by Reference                      2
Item 4:    Description of Securities                                    3
Item 5:    Interests of Named Experts and Counsel                       3
Item 6:    Indemnification of Directors and Officers                    3
Item 7:    Exemption From Registration Claimed                          4
Item 8:    Exhibits                                                     4
Item 9:    Undertakings                                                 5

* Separately given to participants.  Pursuant to the rules for filing a
  Registration Statement on Form S-8, such information is contained in a
  document which does not constitute a part of this Registration Statement but
  which shall, together with the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II hereof, constitute a
  prospectus under Section 10(a) of the Securities Act of 1933.

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1:  PLAN INFORMATION

         Omitted.

ITEM 2:  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Omitted.

                                      -2-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by ValuJet, Inc. (the "Company") with the
Commission are incorporated herein by reference:

     (a) The Company's Annual Report on Form 10-K for the year ended December
         31, 1997.

     (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 1997 and June 30, 1997, and the Company's Current Reports on
         Form 8-K dated July 10, 1997 and August 13, 1997.

     (c) The description of the Company's Common Stock contained in its
         Registration Statement on Form 8-A dated September 29, 1995.

     In addition to the foregoing, all documents subsequently filed by the
Company 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
indicating that all of the securities offered hereunder 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.  Any statement contained in a
document incorporated by reference in this Registration Statement 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 subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement.  Any 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.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby has been passed on for the
Company by Ellis, Funk, Goldberg, Labovitz & Dokson, P.C., Atlanta, Georgia.
Certain shareholders of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. own
approximately 23,000 shares of Common Stock of the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Articles of Incorporation provide that directors of the
Company will not be personally liable for monetary damages to the Company for
certain breaches of their fiduciary duty as directors to the fullest extent
allowable by Nevada law.  Under current Nevada law, directors would remain
liable for:  (i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, and (ii) approval of certain illegal dividends or
redemptions.  In appropriate circumstances, equitable remedies or nonmonetary
relief, such as an injunction, will remain available to a stockholder seeking
redress from any such violation.  In addition, the provision applies only to
claims against a director arising out of his role as a director and not in any
other capacity (such as an officer or employee of the Company).

                                      -3-
The Company also has the obligation, pursuant to the Company's By-laws, to
indemnify any director or officer of the Company for all expenses incurred by
them in connection with any legal action brought or threatened against such
person for or on account of any action or omission alleged to have been
committed while acting in the course and scope of the person's duties, if the
person acted in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the Company, and with respect
to criminal actions, had no reasonable cause to believe the person's conduct was
unlawful, provided that such indemnification is made pursuant to then existing
provisions of Nevada Revised Statutes at the time of any such indemnification.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.
 
ITEM 8.    EXHIBITS
 
     4        -   ValuJet, Inc. 1994 Employee Stock Trust.
 
     5        -   Opinion of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
 
     23(a)    -   Consent of Ernst & Young LLP
 
     23(b)    -   Consent of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. 
                  (included in Exhibit 5).
 
     24       -   Power of Attorney (included on signature page).
 
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; 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 to such information in the
                  Registration Statement;

provided, however, that paragraphs (1)(i) and (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 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

                                      -4-
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -5-
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 Atlanta, State of Georgia on the 18th day of August,
1997.

                                    VALUJET, INC.

                                    By: /s/ ROBERT L. PRIDDY
                                        ---------------------------------------
                                        Robert L. Priddy
                                        Chairman of the Board and
                                        Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints ROBERT L. PRIDDY and LEWIS H. JORDAN, and ether
of them (with full power in each to act alone), his true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent 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 to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

    /s/   ROBERT L. PRIDDY       Chairman of the Board          August 18, 1997 
 ------------------------------  (principal executive officer)  
        Robert L. Priddy         and Director

    /s/   LEWIS H. JORDAN        President and Director         August 18, 1997 
 ------------------------------
        Lewis H. Jordan

    /s/   STEPHEN C. NEVIN       Senior Vice President-Finance  August 18, 1997 
 ------------------------------  (principal financial officer) 
        Stephen C. Nevin         

                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                      -6-
/s/   MICHAEL D. ACKS           Controller (principal
 ------------------------------  accounting officer)        August 18, 1997
     Michael D. Acks               

    /s/   DON L. CHAPMAN         Director                   August 18, 1997 
 ------------------------------                            
         Don L. Chapman

     /s/   D. JOSEPH CORR        Director                   August 18, 1997  
-----------------------------
        D. Joseph Corr

-------------------------------  Director                  
      Timothy P. Flynn

-------------------------------  Director                  
   Maurice J. Gallagher, Jr.

                                      -7-