As Filed with the Securities and Exchange Commission on September 3, 1998
                                         Registration No. 333-___________
=========================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.   20549
                         ____________________

                               FORM S-8

                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933

                         LSB INDUSTRIES, INC.
         ____________________________________________________
        (Exact name of registrant as specified in its charter)

             Delaware                           73-1015226
      ___________________________        _______________________
      (State of Incorporation)           (I.R.S. Employer 
                                         Identification No.)

      16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107
     ____________________________________________________________
          (Address of principal executive offices) (Zip Code)

      Non-Qualified Stock Option Agreement - 1998 (Larry Jewell)
     ____________________________________________________________
                         (Full Title of Plan)

        Heidi L. Brown, Esquire                  Copy to:
          Vice President and            Irwin H. Steinhorn, Esquire
           Managing Counsel                  CONNER & WINTERS
         LSB INDUSTRIES, INC.             One Leadership Square
        16 South Pennsylvania                    Suite 1700
         Post Office Box 754                211 North Robinson
     Oklahoma City, Oklahoma 73101      Oklahoma City, Oklahoma 73102
           (405) 235-4546               
     _____________________________
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
                    _______________________________

  Title of                        Proposed         Proposed
 securities        Amount         maximum          maximum         Amount of
   to be            to be       offering price     aggregate      Registration
 registered       registered     per share(1)   offering price(1)      fee
 __________       __________   _______________  _______________   ____________
<S>               <C>          <C>             <C>               <C>
Common Stock to     50,000         $4.1875         $209,375            $62
be issued under
Non-Qualified
Stock Option  
Agreements
_________________
<FN>
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of $4.1875, which is
     the exercise price of the options granted under the Non-Qualified
     Stock Option Agreement.
</FN>
</TABLE>
<PAGE>
<PAGE>
                       LSB INDUSTRIES, INC.
                REGISTRATION STATEMENT ON FORM S-8

                              PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Explanatory Note: The Section 10(a) Prospectus being delivered by
LSB Industries, Inc. (the "Company") to Larry Jewell, an employee
of the Company or its subsidiaries, in connection with  the Non-
Qualified Stock Option Agreement - 1998 between Mr. Jewell and the
Company  has been prepared in accordance with the requirements of
Form S-8 and relates to shares of common stock, par value $.10 per
share, of the Company which have been reserved for issuance
pursuant to the Non-Qualified Stock Option Agreement - 1998. 
Information regarding the Non-Qualified Stock Option Agreement -
1998 required in the Section 10(a) Prospectus is included in the
documents being maintained and delivered by the Company as required
by Rule 428 under the Securities Act of 1933, as amended (the
"Act").  The Company will provide to Mr. Jewell a written statement
advising him of the availability without charge, upon written or
oral request, of documents incorporated by reference herein, as
required by Item 2 of Part I of Form S-8.  Upon request, the
Company will furnish to the Securities and Exchange Commission or
its staff a copy or copies of all the documents included in such
file.

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

     This Registration Statement incorporates herein by reference
the following documents and information which have been filed by
LSB Industries, Inc. (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"):

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

     (2)  The Company's Annual Report on Form 10-K/A for the year
          ending December 31, 1997.

     (3)  The Company's Quarterly Report on Form 10-Q for the three
          months ending March 31, 1998.

     (4)  The Company's Amended Quarterly Report on Form 10-Q/A for
          the three months ending March 31, 1998.

                               II-1
<PAGE>
<PAGE>

     (5)  The Company's Quarterly Report on Form 10-Q for the three
          months ending June 30, 1998.
          
     (6)  The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 8-A,
          dated August 16, 1994, including any amendment or report
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of
this Registration Statement 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 shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Counsel for the Company, Conner & Winters, A Professional
Corporation, One Leadership Square, Suite 1700, 211 North Robinson,
Oklahoma City, Oklahoma 73102, has rendered an opinion as to the
Common Stock offered hereby.  As of the date of this Registration
Statement, Irwin H. Steinhorn, a member of Conner & Winters,
beneficially owned 6,250 shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

     The Company's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a company will not be
personally liable for monetary damages for breach of their
fiduciary duties as directors, except for liability (a) for any
breach of their duty of loyalty to the company or its stockholders,
(b) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (c) for
unlawful payments or dividends or unlawful stock repurchases or
redemptions as provided Section 174 of Delaware General Corporation
Law or (d) for transactions from which the director derived an
improper personal benefit.

     The Company carries officer and director liability insurance
with respect to certain matters, including matters arising under
the Securities Act of 1933, as amended (the "Securities Act").

     Insofar as indemnification for liabilities arising under the
Securities Act is permitted to directors and officers of the
Corporation pursuant to the foregoing provisions, or otherwise, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy, as expressed in the
Securities Act, and is therefore unenforceable.


                               II-2
<PAGE>
Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.
<TABLE>
<CAPTION>
     Exhibit
     Number                     Description
     _______                    ___________
    <S>            <C>
       5.1          Opinion of Conner & Winters, A Professional
                    Corporation

       15.1         Letter of Acknowledgment regarding unaudited
                    interim financial information

       23.1         Consent of Ernst & Young, LLP

       23.2         Consent of Conner & Winters, A Professional
                    Corporation (contained in Exhibit 5.1) 

       24.1         Power of Attorney (see page II-5)

       99.1         Non-Qualified Stock Option Agreement, dated
                    April 22, 1998, between the Company and Larry
                    Jewell
</TABLE>
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 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.

     (2)     That, for the purpose of determining any
             liability under the Securities Act of 1933, as
             amended (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.

     B.    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section

                               II-3
<PAGE>
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.

     C.    Insofar as indemnification for liabilities arising under
the Securities Act 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
Securities 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 and will be governed by
the final adjudication of such issue.







                               II-4
<PAGE>
<PAGE>
                            SIGNATURES

      Pursuant to the requirements of the Securities Act, 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
Oklahoma City, Oklahoma on August 31, 1998.

                              LSB INDUSTRIES, INC.


                              By /s/ Jack E. Golsen
                                ________________________________
                                Jack E. Golsen, President and
                                Chief Executive Officer

                        POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jack E. Golsen and
Heidi L. Brown, jointly and severally, his or her attorneys-in-
fact, each with the power of substitution, for him or her in any
and all capacities, to sign any amendments to this Registration
Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitution or substitutes,
may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed on August 31, 1998, by the
following persons in the capacities indicated:


                                   
   /s/ Jack E. Golsen
_________________________          President, Chief Executive
Jack E. Golsen                     Officer, Chairman of the Board
                                   and Director
                                   (Principal Executive Officer)

   /s/ Tony M. Shelby
_________________________          Senior Vice President of
Tony M. Shelby                     Finance and Director
                                   (Principal Financial Officer)

   /s/ Jim D. Jones
_________________________          Vice President, Controller and
Jim D. Jones                       Treasurer
                                   (Principal Accounting Officer)


                                II-5
<PAGE>


/s/ Raymond B. Ackerman
_________________________          Director
Raymond B. Ackerman                


/s/ Robert C. Brown
_________________________          Director
Robert C. Brown                         


/s/ Gerald J. Gagner
_________________________          Director
Gerald J. Gagner


/s/ Barry H. Golsen
_________________________          Director
Barry H. Golsen                         


/s/ David R. Goss
_________________________          Director
David R. Goss                      


/s/ Bernard G. Ille
_________________________          Director
Bernard G. Ille                         


/s/ Donald W. Munson
_________________________          Director
Donald W. Munson                        


/s/ Horace G. Rhodes
_________________________          Director
Horace G. Rhodes


/s/ Jerome D. Shaffer
_________________________          Director
Jerome D. Shaffer                       


                               II-6
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                          EXHIBIT INDEX

   Exhibit                                                Sequential
   Number                Description                      Page Number
   _______               ___________                      ___________
  <S>           <C>                                      <C>
     5.1         Opinion of Conner & Winters, 
                 A Professional Corporation                   8

    15.1         Letter of Acknowledgment 
                 regarding unaudited interim
                 financial information                       10

     23.1        Consent of Ernst & Young, LLP               11

     23.2        Consent of Conner & Winters, 
                 A Professional Corporation 
                 (contained in Exhibit 5.1) 

     24.1        Power of Attorney (see page 
                 II-5)

     99.1        Non-Qualified Stock Option Agreement,
                 dated April 22, 1998, between the 
                 Company and Larry Jewell                    12
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 (JEWELL-1998)", "secsgml_size_bytes": 16007}]
{"company-data": {"conformed-name": "LSB INDUSTRIES INC", "cik": "0000060714", "assigned-sic": "2810", "irs-number": "731015226", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62839", "film-number": "98703905"}, "business-address": {"street1": "16 S PENNSYLVANIA", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73107", "phone": "4052354546"}, "mail-address": {"street1": "P.O. BOX 754", "city": "OKLAHOMA", "state": "OK", "zip": "73101"}}
As Filed with the Securities and Exchange Commission on September 3, 1998
                                         Registration No. 333-___________
=========================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.   20549
                         ____________________

                               FORM S-8

                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933

                         LSB INDUSTRIES, INC.
         ____________________________________________________
        (Exact name of registrant as specified in its charter)

             Delaware                           73-1015226
      ___________________________        _______________________
      (State of Incorporation)           (I.R.S. Employer 
                                         Identification No.)

      16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107
     ____________________________________________________________
          (Address of principal executive offices) (Zip Code)

      Non-Qualified Stock Option Agreement - 1998 (Larry Jewell)
     ____________________________________________________________
                         (Full Title of Plan)

        Heidi L. Brown, Esquire                  Copy to:
          Vice President and            Irwin H. Steinhorn, Esquire
           Managing Counsel                  CONNER & WINTERS
         LSB INDUSTRIES, INC.             One Leadership Square
        16 South Pennsylvania                    Suite 1700
         Post Office Box 754                211 North Robinson
     Oklahoma City, Oklahoma 73101      Oklahoma City, Oklahoma 73102
           (405) 235-4546               
     _____________________________
CALCULATION OF REGISTRATION FEE
                    _______________________________

  Title of                        Proposed         Proposed
 securities        Amount         maximum          maximum         Amount of
   to be            to be       offering price     aggregate      Registration
 registered       registered     per share(1)   offering price(1)      fee
 __________       __________   _______________  _______________   ____________
Common Stock to     50,000         $4.1875         $209,375            $62
be issued under
Non-Qualified
Stock Option  
Agreements
_________________
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of $4.1875, which is
     the exercise price of the options granted under the Non-Qualified
     Stock Option Agreement.
LSB INDUSTRIES, INC.
                REGISTRATION STATEMENT ON FORM S-8

                              PART I
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Explanatory Note: The Section 10(a) Prospectus being delivered by
LSB Industries, Inc. (the "Company") to Larry Jewell, an employee
of the Company or its subsidiaries, in connection with  the Non-
Qualified Stock Option Agreement - 1998 between Mr. Jewell and the
Company  has been prepared in accordance with the requirements of
Form S-8 and relates to shares of common stock, par value $.10 per
share, of the Company which have been reserved for issuance
pursuant to the Non-Qualified Stock Option Agreement - 1998. 
Information regarding the Non-Qualified Stock Option Agreement -
1998 required in the Section 10(a) Prospectus is included in the
documents being maintained and delivered by the Company as required
by Rule 428 under the Securities Act of 1933, as amended (the
"Act").  The Company will provide to Mr. Jewell a written statement
advising him of the availability without charge, upon written or
oral request, of documents incorporated by reference herein, as
required by Item 2 of Part I of Form S-8.  Upon request, the
Company will furnish to the Securities and Exchange Commission or
its staff a copy or copies of all the documents included in such
file.

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     This Registration Statement incorporates herein by reference
the following documents and information which have been filed by
LSB Industries, Inc. (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"):

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

     (2)  The Company's Annual Report on Form 10-K/A for the year
          ending December 31, 1997.

     (3)  The Company's Quarterly Report on Form 10-Q for the three
          months ending March 31, 1998.

     (4)  The Company's Amended Quarterly Report on Form 10-Q/A for
          the three months ending March 31, 1998.

                               II-1
(5)  The Company's Quarterly Report on Form 10-Q for the three
          months ending June 30, 1998.
          
     (6)  The description of the Company's Common Stock contained
          in the Company's Registration Statement on Form 8-A,
          dated August 16, 1994, including any amendment or report
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of
this Registration Statement 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 shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Counsel for the Company, Conner & Winters, A Professional
Corporation, One Leadership Square, Suite 1700, 211 North Robinson,
Oklahoma City, Oklahoma 73102, has rendered an opinion as to the
Common Stock offered hereby.  As of the date of this Registration
Statement, Irwin H. Steinhorn, a member of Conner & Winters,
beneficially owned 6,250 shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

     The Company's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a company will not be
personally liable for monetary damages for breach of their
fiduciary duties as directors, except for liability (a) for any
breach of their duty of loyalty to the company or its stockholders,
(b) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (c) for
unlawful payments or dividends or unlawful stock repurchases or
redemptions as provided Section 174 of Delaware General Corporation
Law or (d) for transactions from which the director derived an
improper personal benefit.

     The Company carries officer and director liability insurance
with respect to certain matters, including matters arising under
the Securities Act of 1933, as amended (the "Securities Act").

     Insofar as indemnification for liabilities arising under the
Securities Act is permitted to directors and officers of the
Corporation pursuant to the foregoing provisions, or otherwise, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy, as expressed in the
Securities Act, and is therefore unenforceable.

                               II-2
Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.
Exhibit
     Number                     Description
     _______                    ___________
5.1          Opinion of Conner & Winters, A Professional
                    Corporation

       15.1         Letter of Acknowledgment regarding unaudited
                    interim financial information

       23.1         Consent of Ernst & Young, LLP

       23.2         Consent of Conner & Winters, A Professional
                    Corporation (contained in Exhibit 5.1) 

       24.1         Power of Attorney (see page II-5)

       99.1         Non-Qualified Stock Option Agreement, dated
                    April 22, 1998, between the Company and Larry
                    Jewell
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 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.

     (2)     That, for the purpose of determining any
             liability under the Securities Act of 1933, as
             amended (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.

     B.    The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section

                               II-3
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.

     C.    Insofar as indemnification for liabilities arising under
the Securities Act 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
Securities 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 and will be governed by
the final adjudication of such issue.

                               II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act, 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
Oklahoma City, Oklahoma on August 31, 1998.

                              LSB INDUSTRIES, INC.

                              By /s/ Jack E. Golsen
                                ________________________________
                                Jack E. Golsen, President and
                                Chief Executive Officer

                        POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jack E. Golsen and
Heidi L. Brown, jointly and severally, his or her attorneys-in-
fact, each with the power of substitution, for him or her in any
and all capacities, to sign any amendments to this Registration
Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitution or substitutes,
may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed on August 31, 1998, by the
following persons in the capacities indicated:

                                   
   /s/ Jack E. Golsen
_________________________          President, Chief Executive
Jack E. Golsen                     Officer, Chairman of the Board
                                   and Director
                                   (Principal Executive Officer)

   /s/ Tony M. Shelby
_________________________          Senior Vice President of
Tony M. Shelby                     Finance and Director
                                   (Principal Financial Officer)

   /s/ Jim D. Jones
_________________________          Vice President, Controller and
Jim D. Jones                       Treasurer
                                   (Principal Accounting Officer)

                                II-5
/s/ Raymond B. Ackerman
_________________________          Director
Raymond B. Ackerman                

/s/ Robert C. Brown
_________________________          Director
Robert C. Brown                         

/s/ Gerald J. Gagner
_________________________          Director
Gerald J. Gagner

/s/ Barry H. Golsen
_________________________          Director
Barry H. Golsen                         

/s/ David R. Goss
_________________________          Director
David R. Goss                      

/s/ Bernard G. Ille
_________________________          Director
Bernard G. Ille                         

/s/ Donald W. Munson
_________________________          Director
Donald W. Munson                        

/s/ Horace G. Rhodes
_________________________          Director
Horace G. Rhodes

/s/ Jerome D. Shaffer
_________________________          Director
Jerome D. Shaffer                       

                               II-6
EXHIBIT INDEX

   Exhibit                                                Sequential
   Number                Description                      Page Number
   _______               ___________                      ___________
5.1         Opinion of Conner & Winters, 
                 A Professional Corporation                   8

    15.1         Letter of Acknowledgment 
                 regarding unaudited interim
                 financial information                       10

     23.1        Consent of Ernst & Young, LLP               11

     23.2        Consent of Conner & Winters, 
                 A Professional Corporation 
                 (contained in Exhibit 5.1) 

     24.1        Power of Attorney (see page 
                 II-5)

     99.1        Non-Qualified Stock Option Agreement,
                 dated April 22, 1998, between the 
                 Company and Larry Jewell                    12