As filed with the Securities & Exchange Commission on April 28, 1998
                             Registration No. ___________________


               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

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

           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
     (Exact Name of Registrant as Specified in its Charter)

Nevada                                                88-0180496
(State or other                                 (I.R.S. Employer
jurisdiction of                                   Identification
incorporation or                                         Number)
organization)

                  970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                         (530) 477-5961
(Address and Telephone of Principal Executive Offices) (Zip Code)

                Consulting Agreement by and between
        Brush Creek Mining and Development Co., Inc. and
                 Langley Downey Entertainment Inc.
                      (Full Title of Plan)

             James S. Chapin, Chief Executive Officer
                  970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                        (530) 477-5961
    (Name, address and telephone number of agent for service)

                          Copies to:
                      David M. Kaye, Esq.
                  Danzig Garubo & Kaye, LLP
              P.O. Box 333, 30A Vreeland Road
            Florham Park, New Jersey  07932-0333
                      (973) 443-0600

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415  under the Securities
Act of 1933 check the following box: [  ]
<PAGE>

                CALCULATION OF REGISTRATION FEE

                                 PROPOSED      PROPOSED
TITLE OF                         MAXIMUM       MAXIMUM       AMOUNT
SECURITIES                       OFFERING      AGGREGATE     OF
TO BE           AMOUNT TO BE     PRICE PER     OFFERING      REGISTRA-
REGISTERED      REGISTERED       SHARE (1)     PRICE (1)     TION FEE


Common Stock,
par value
$.0001
per share(2)    106,667          $.40625       $43,333.47    $13.14



TOTAL REGISTRATION FEE                                       $100.00(3)
_____________________

(1)  Calculated in accordance with Rule 457(c) using the average of the bid
and asked price for the Common Stock on April 27, 1998.

(2)  Represents  shares of Common Stock  issuable to Langley Downey
Entertainment Inc. pursuant to the terms of the Consulting  Agreement
(referenced above) between Brush Creek Mining and Development Co., Inc. and
Langley Downey Entertainment Inc.

(3)  Minimum registration fee.
<PAGE>

                            PART I

Item 1.  Plan Information.

This Registration Statement (the "Registration Statement") relates to the
issuance of shares of common  stock,  par value $.0001 per share (the
"Common Stock") of Brush Creek Mining and Development Co., Inc. (the
"Company") to Langley Downey Entertainment Inc. (the "Consultant")
pursuant to the terms of a Consulting Agreement,  dated as of April 28,
1998 by and between the Company and the Consultant (the "Consulting
Agreement").  Pursuant to the terms of the Consulting Agreement,  the
Company is obligated to issue to the Consultant shares of Common Stock in
exchange for the Consultant's  providing  certain  consulting  services to
the Company.  Pursuant to the terms of the Consulting Agreement, it is
agreed that the Company shall issue  to the Consultant such number of
shares of the Company's Common Stock which shall have a value of $40,000 in
the aggregate determined on the basis of the bid price of the Company's
Common Stock as of the close of business on the date immediately prior to
the date of the Consulting Agreement. In accordance therewith, the Company
is obligated to issue 106,667 shares of its Common Stock to the Consultant.

The  foregoing   information   relating  to  the  provisions  of  the
Consulting  Agreement  is  intended  to provide a summary  thereof  and
does not purport to be a complete description of the Consulting  Agreement.
Such summary should be read in conjunction with the Consulting Agreement
which has been filed as Exhibit 10.1 hereto and is incorporated herein by
reference in its entirety.

Item 2.  Registrant Information and Employee Plan Annual
Information.

The  Consultant  has  been  provided  with  copies  of the  documents
incorporated  herein by reference in Part II: Item 3 hereof and has been
advised by the Company in writing that such  documents  will  continue to
be available, without charge,  to the Consultant upon the Consultant's
written request to the Company at its offices at 970 E. Main Street,  Suite
200,  Grass Valley, California 95945 (Telephone: (530) 477-5961).


                             PART II

Item 3.  Incorporation of Documents by Reference.

The following materials are incorporated by reference herein in their
entirety:

(a)  the  Company's  Annual  Report on Form 10-KSB for the  fiscal  year
ended  June 30, 1997, as amended, filed with the Securities  and Exchange
Commission (File No. 0-12761);

(b)  the Company's Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 1997 and December 31, 1997, as amended, filed with the 
Securities and Exchange Commission (File No. 0-12761);

(c)  the Company's Current Report on Form 8-K dated March 25, 1998;

(d)  all other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934 since the end of the Company's
fiscal year ended June 30, 1997;

(e)  all other  documents  filed by the Company after the date of this
Registration  Statement  under  Sections  13(a) and 15(d)  of the
Securities  Exchange Act of 1934 and  prior to the filing of a
post-effective amendment to this  Registration  Statement which indicates
that all securities offered hereunder have been sold, or which deregisters
all securities that remain unsold under this registration statement; and

(f)  the  description of the Common Stock as set forth in the Registration
Statement on Form 8-A, filed with the Securities and Exchange Commission on
August 10, 1984, is  incorporated  herein by  reference  in its entirety.
In connection therewith, the following description is provided:

The Company is authorized to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled (i) to receive ratable dividends from
funds legally available for distribution when and if declared by the board
of directors; (ii) to share ratably in all of the Company's assets
available for distribution upon liquidation, dissolution or winding up of
the Company; and (iii) to one vote for each share held of record on each
matter submitted to a vote of shareholders.  Holders of shares of Common
Stock do not have cumulative voting rights.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Nevada Revised Statute 78.751 ("NRS 78.751") permits the Company's board of
directors to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened pending or
completed action, suit or proceeding in which such person is made a party
by reason of his being or having been a director, officer, employee or
agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended.  The NRS 78.751 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which
a person may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.

INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS,  THE COMPANY
HAS BEEN INFORMED 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.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following exhibits are attached hereto:

Exhibit No.   Description of Exhibit                     Page No.

 5.1          Opinion letter of Danzig Garubo
              & Kaye, LLP

10.1          Consulting Agreement, dated as
              of April 28, 1998
              by and between Brush Creek Mining
              and Development Co., Inc., and
              Langley Downey Entertainment Inc.

23.1          Consent of Danzig Garubo & Kaye, LLP,
              included in the Opinion of Counsel
              filed as Exhibit 5.1

23.2          Consent of Brown Armstrong Randall
              & Reyes Accountancy Corporation,
              independent auditors

Item 9.   Undertakings.

The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:

(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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

    (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this 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 section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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; and

  (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.

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
this 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.

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.
<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 Grass Valley, State of
California on April 28, 1998.

                              BRUSH CREEK MINING
                              AND DEVELOPMENT CO., INC.


                              By: /s/James S. Chapin
                                  James S. Chapin,
                                  Chief Executive Officer,
                                  Chairman of the Board

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.

Signature                 Title                             Date

/s/James S. Chapin        Chief Executive Officer,          4/28/98  
James S. Chapin           Chief Financial Officer,
                          Chairman of the Board
                          and Director (Principal
                          Executive Officer and
                          Principal Financial and
                          Accounting Officer)


/s/Howard I. Kalodner     Director                          4/28/98  
Howard I. Kalodner


/s/Albert Miller          Director                          4/28/98
Albert Miller


                          Director                          
Kenneth Friedman
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14607}]
{"company-data": {"conformed-name": "BRUSH CREEK MINING & DEVELOPMENT CO INC", "cik": "0000715583", "assigned-sic": "1040", "irs-number": "880180496", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51149", "film-number": "98602321"}, "business-address": {"street1": "970 E MAIN ST STE 200", "city": "GRASS VALLEY", "state": "CA", "zip": "95945", "phone": "9164775961"}}
As filed with the Securities & Exchange Commission on April 28, 1998
                             Registration No. ___________________

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

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

           BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
     (Exact Name of Registrant as Specified in its Charter)

Nevada                                                88-0180496
(State or other                                 (I.R.S. Employer
jurisdiction of                                   Identification
incorporation or                                         Number)
organization)

                  970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                         (530) 477-5961
(Address and Telephone of Principal Executive Offices) (Zip Code)

                Consulting Agreement by and between
        Brush Creek Mining and Development Co., Inc. and
                 Langley Downey Entertainment Inc.
                      (Full Title of Plan)

             James S. Chapin, Chief Executive Officer
                  970 E. Main Street, Suite 200
                  Grass Valley, California 95945
                        (530) 477-5961
    (Name, address and telephone number of agent for service)

                          Copies to:
                      David M. Kaye, Esq.
                  Danzig Garubo & Kaye, LLP
              P.O. Box 333, 30A Vreeland Road
            Florham Park, New Jersey  07932-0333
                      (973) 443-0600

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415  under the Securities
Act of 1933 check the following box: [  ]
CALCULATION OF REGISTRATION FEE

                                 PROPOSED      PROPOSED
TITLE OF                         MAXIMUM       MAXIMUM       AMOUNT
SECURITIES                       OFFERING      AGGREGATE     OF
TO BE           AMOUNT TO BE     PRICE PER     OFFERING      REGISTRA-
REGISTERED      REGISTERED       SHARE (1)     PRICE (1)     TION FEE

Common Stock,
par value
$.0001
per share(2)    106,667          $.40625       $43,333.47    $13.14

TOTAL REGISTRATION FEE                                       $100.00(3)
_____________________

(1)  Calculated in accordance with Rule 457(c) using the average of the bid
and asked price for the Common Stock on April 27, 1998.

(2)  Represents  shares of Common Stock  issuable to Langley Downey
Entertainment Inc. pursuant to the terms of the Consulting  Agreement
(referenced above) between Brush Creek Mining and Development Co., Inc. and
Langley Downey Entertainment Inc.

(3)  Minimum registration fee.
PART I

Item 1.  Plan Information.

This Registration Statement (the "Registration Statement") relates to the
issuance of shares of common  stock,  par value $.0001 per share (the
"Common Stock") of Brush Creek Mining and Development Co., Inc. (the
"Company") to Langley Downey Entertainment Inc. (the "Consultant")
pursuant to the terms of a Consulting Agreement,  dated as of April 28,
1998 by and between the Company and the Consultant (the "Consulting
Agreement").  Pursuant to the terms of the Consulting Agreement,  the
Company is obligated to issue to the Consultant shares of Common Stock in
exchange for the Consultant's  providing  certain  consulting  services to
the Company.  Pursuant to the terms of the Consulting Agreement, it is
agreed that the Company shall issue  to the Consultant such number of
shares of the Company's Common Stock which shall have a value of $40,000 in
the aggregate determined on the basis of the bid price of the Company's
Common Stock as of the close of business on the date immediately prior to
the date of the Consulting Agreement. In accordance therewith, the Company
is obligated to issue 106,667 shares of its Common Stock to the Consultant.

The  foregoing   information   relating  to  the  provisions  of  the
Consulting  Agreement  is  intended  to provide a summary  thereof  and
does not purport to be a complete description of the Consulting  Agreement.
Such summary should be read in conjunction with the Consulting Agreement
which has been filed as Exhibit 10.1 hereto and is incorporated herein by
reference in its entirety.

Item 2.  Registrant Information and Employee Plan Annual
Information.

The  Consultant  has  been  provided  with  copies  of the  documents
incorporated  herein by reference in Part II: Item 3 hereof and has been
advised by the Company in writing that such  documents  will  continue to
be available, without charge,  to the Consultant upon the Consultant's
written request to the Company at its offices at 970 E. Main Street,  Suite
200,  Grass Valley, California 95945 (Telephone: (530) 477-5961).

                             PART II

Item 3.  Incorporation of Documents by Reference.

The following materials are incorporated by reference herein in their
entirety:

(a)  the  Company's  Annual  Report on Form 10-KSB for the  fiscal  year
ended  June 30, 1997, as amended, filed with the Securities  and Exchange
Commission (File No. 0-12761);

(b)  the Company's Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 1997 and December 31, 1997, as amended, filed with the 
Securities and Exchange Commission (File No. 0-12761);

(c)  the Company's Current Report on Form 8-K dated March 25, 1998;

(d)  all other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934 since the end of the Company's
fiscal year ended June 30, 1997;

(e)  all other  documents  filed by the Company after the date of this
Registration  Statement  under  Sections  13(a) and 15(d)  of the
Securities  Exchange Act of 1934 and  prior to the filing of a
post-effective amendment to this  Registration  Statement which indicates
that all securities offered hereunder have been sold, or which deregisters
all securities that remain unsold under this registration statement; and

(f)  the  description of the Common Stock as set forth in the Registration
Statement on Form 8-A, filed with the Securities and Exchange Commission on
August 10, 1984, is  incorporated  herein by  reference  in its entirety.
In connection therewith, the following description is provided:

The Company is authorized to issue 100,000,000 shares of Common Stock.
Holders of Common Stock are entitled (i) to receive ratable dividends from
funds legally available for distribution when and if declared by the board
of directors; (ii) to share ratably in all of the Company's assets
available for distribution upon liquidation, dissolution or winding up of
the Company; and (iii) to one vote for each share held of record on each
matter submitted to a vote of shareholders.  Holders of shares of Common
Stock do not have cumulative voting rights.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Nevada Revised Statute 78.751 ("NRS 78.751") permits the Company's board of
directors to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened pending or
completed action, suit or proceeding in which such person is made a party
by reason of his being or having been a director, officer, employee or
agent of the Company, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended.  The NRS 78.751 provides that indemnification pursuant to
its provisions is not exclusive of other rights of indemnification to which
a person may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.

INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS,  THE COMPANY
HAS BEEN INFORMED 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.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following exhibits are attached hereto:

Exhibit No.   Description of Exhibit                     Page No.

 5.1          Opinion letter of Danzig Garubo
              & Kaye, LLP

10.1          Consulting Agreement, dated as
              of April 28, 1998
              by and between Brush Creek Mining
              and Development Co., Inc., and
              Langley Downey Entertainment Inc.

23.1          Consent of Danzig Garubo & Kaye, LLP,
              included in the Opinion of Counsel
              filed as Exhibit 5.1

23.2          Consent of Brown Armstrong Randall
              & Reyes Accountancy Corporation,
              independent auditors

Item 9.   Undertakings.

The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:

(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 this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

    (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this 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 section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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; and

  (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.

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
this 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.

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.
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 Grass Valley, State of
California on April 28, 1998.

                              BRUSH CREEK MINING
                              AND DEVELOPMENT CO., INC.

                              By: /s/James S. Chapin
                                  James S. Chapin,
                                  Chief Executive Officer,
                                  Chairman of the Board

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.

Signature                 Title                             Date

/s/James S. Chapin        Chief Executive Officer,          4/28/98  
James S. Chapin           Chief Financial Officer,
                          Chairman of the Board
                          and Director (Principal
                          Executive Officer and
                          Principal Financial and
                          Accounting Officer)

/s/Howard I. Kalodner     Director                          4/28/98  
Howard I. Kalodner

/s/Albert Miller          Director                          4/28/98
Albert Miller

                          Director                          
Kenneth Friedman